CONTRACT OF SALE
(NORTHLAKE QUADRANGLE, TUCKER, GEORGIA)
THIS CONTRACT OF SALE (this "Contract") is made and entered into by and
between CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Seller"), and SPIVILL MANAGEMENT AND INVESTMENT COMPANY, a
Tennessee corporation ("Purchaser").
ARTICLE I.
SALE OF THE PROPERTY
1.1 Property. For the consideration and upon and subject to the terms,
provisions and conditions of this Contract, Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, Seller's respective rights, titles
and interests in and to all of the following described property (collectively,
the "Property"):
(a) All of Seller's rights, titles and interests in and to that
certain tract or parcel of land (the "Land") located in DeKalb County,
Georgia, more particularly described on Exhibit A attached hereto and made
a part hereof for all purposes, together with all improvements, structures
and fixtures, if any, located on the Land (the "Improvements"), and all
rights, titles and interests of Seller appurtenant to the Land and
Improvements, including, without limitation, appurtenant easements,
adjacent roads, highways and rights-of-way;
(b) All tangible personal property of any kind (the "Personalty")
owned by Seller and attached to or located on the Land or Improvements;
(c) All of Seller's rights, titles and interests under any leases or
other agreements demising space in or providing for the use or occupancy of
the Improvements or Land (the "Tenant Leases"), and all unapplied deposits,
whether security or otherwise ("Deposits"), paid by tenants ("Tenants")
under the Tenant Leases; and
(d) All of Seller's rights, titles and interests in and to all
service contracts, warranties, guaranties and bonds in effect at Closing
relating to the Land, the Improvements or the Personalty, to the extent the
same are assignable (the "Contracts").
ARTICLE II.
PURCHASE PRICE
2.1 Purchase Price. The total Purchase Price (herein so called) to be
paid by Purchaser to Seller for the Property shall be an amount equal to the sum
of (a) Two Million Three Hundred Twenty-Five Thousand and No/100 Dollars
($2,325,000.00) plus (b) the total amount of all Reimbursable Expenses (as
defined in Section 12.2) hereof. The Purchase Price shall be payable in cash or
Current Funds (defined below) at the Closing (hereinafter defined).
ARTICLE III.
EARNEST MONEY DEPOSIT
3.1 Amount and Timing. Within two (2) business days after the Effective
Date (hereinafter defined), Purchaser shall deliver to Chicago Title Insurance
Company, located at 7616 LBJ Freeway, Suite 300, Dallas, Texas 75251 (the "Title
Company"), Fifty Thousand and No/100 Dollars ($50,000.00) (the "Initial
Deposit") in cash or Current Funds, to be held by the Title Company in escrow to
be applied or disposed of by the Title Company as is provided in this Contract.
In the event Purchaser fails to deposit the Initial Deposit with the Title
Company as herein provided, Seller may, at its option, terminate this Contract,
in which event neither Seller nor Purchaser shall have any further obligations
hereunder except for provisions of this Contract which expressly survive the
termination of this Contract. Prior to the end of the Inspection Period (as
hereinafter defined), Purchaser shall deposit with the Title Company an
additional earnest money deposit in the amount of Fifty Thousand and No/100
Dollars ($50,000.00) (the "Subsequent Deposit") in cash or Current Funds to be
held by the Title Company in escrow to be applied or disposed of by the Title
Company as provided in this Contract. If the Purchaser does not terminate this
Contract pursuant to Section 5.2 hereof and fails to deposit the Subsequent
Deposit on or before the end of the Inspection Period, then Seller may, at its
option, terminate this Contract, in which event the Title Company shall pay the
Initial Deposit to Purchaser and thereafter neither Seller nor Purchaser shall
have any further obligations hereunder except for provisions of this Contract
which expressly survive the termination of this Contract. The term "Earnest
Money Deposit", as used in this Contract, shall mean (i) the Initial Deposit
prior to deposit of the Subsequent Deposit, and (ii) both the Initial Deposit
and the Subsequent Deposit combined after the deposit of the Subsequent Deposit.
As used in this Contract, the term "Current Funds" shall mean wire transfers,
certified funds or a cashier's check in a form acceptable to the Title Company
which would permit the Title Company to immediately disburse such funds.
3.2 Application and Interest. If the purchase and sale hereunder is
consummated, then the Earnest Money Deposit shall be applied to the Purchase
Price at Closing. In all other events, the Earnest Money Deposit shall be
disposed of by the Title Company as provided in this Contract. The Earnest
Money Deposit shall be invested in an interest-bearing account with a financial
institution and in a manner reasonably acceptable to Purchaser. All interest
earned on the Earnest Money Deposit is part of the Earnest Money Deposit, to be
applied or disposed of in the same manner as the Earnest Money Deposit under
this Contract.
ARTICLE IV.
TITLE AND SURVEY
4.1 Title Commitment. Not later than fifteen (15) days after the
Effective Date, Seller shall cause to be furnished to Purchaser, a current ALTA
Commitment for Title Insurance for the Land and Improvements (the "Title
Commitment") issued by the Title Company. The Title Commitment shall set forth
the state of title to the Property, including a list of conditions or exceptions
to title affecting the Property that would appear in an Owner's Policy of Title
Insurance, if one were issued. The Title Commitment shall contain the expressed
commitment of the Title Company to issue the Title Policy (hereinafter defined)
to Purchaser in the amount of the Purchase Price, insuring the title to the
Property specified in the Title Commitment. At such time as the Title
Commitment is furnished to Purchaser, the Title Company also shall furnish to
Purchaser copies of instruments or documents (the "Exception Documents") that
create or evidence conditions or exceptions to title affecting the Property, as
described in the Title Commitment.
4.2 Survey. Not later than fifteen (15) days after the Effective Date,
Seller shall provide to Purchaser a copy of a survey of the Land and
Improvements prepared by Watts & Browning Engineers, dated August 20, 1997 (the
"Survey"). If Seller's Survey is not satisfactory to the Title Company for it
to remove the general survey exception from the Title Policy to be delivered
pursuant to this Contract, then Seller shall pay the cost to update the Survey
so that it is satisfactory to the Title Company, and is certified to Seller,
Purchaser and the Title Company.
4.3 Review of Title and Survey. Purchaser shall have until ten (10) days
after receipt of the last of the Title Commitment, Exception Documents, and
Survey in which to notify Seller in writing (the "Title Objection Notice") of
any objections Purchaser has to any matters shown or referred to in the Title
Commitment, the Exception Documents or on the Survey; provided, that Purchaser
shall not object to current real estate taxes and assessments or to easements,
restrictions and exceptions affecting the Property which do not adversely affect
the value of the Property or its current use by Seller (as determined in
Purchaser's reasonable discretion), all of which shall be Permitted Exceptions
hereunder. Any title encumbrances, exceptions or other matters which are set
forth in the Title Commitment, the Exception Documents or on the Survey, and to
which Purchaser does not object within the aforementioned ten (10) day period,
shall be deemed to be permitted exceptions to the status of Seller's title (such
encumbrances, exceptions or other matters, together with such other matters
included pursuant to other provisions of this Contract, shall be referred to as
the "Permitted Exceptions").
4.4 Objections to Status of Title and Survey. If Purchaser properly
objects to any item shown or referred to in the Title Commitment, Exception
Documents or Survey within the ten (10) day period set forth in Section 4.3,
Seller shall be given until ten (10) days after receipt of the Title Objection
Notice to notify Purchaser whether or not Seller will cure, prior to Closing and
at Seller's option and sole discretion but without any obligation to do so, any
objection to the condition of title raised by Purchaser; provided, however, that
Seller will agree to cure any matters properly set forth in Purchaser's Title
Objection Notice to the extent that such matters may be cured by the payment of
money in an aggregate amount (with respect to all such matters) not to exceed
$10,000.00. If Seller notifies Purchaser that it elects not to cure any such
objections, then Purchaser may, at its option exercisable within five (5) days
following the date of receipt by Purchaser of written notice from Seller stating
that Seller is unable or unwilling to cure such objections, either (a) accept
such title as Seller can deliver, in which case all exceptions to title set
forth in the Title Commitment, Exception Documents and Survey which are not
removed shall be deemed to be Permitted Exceptions, or (b) terminate this
Contract by notice in writing to Seller in which event the Title Company shall
return the Earnest Money Deposit to Purchaser and neither party shall have any
further rights, duties or obligations hereunder, except for provisions of this
Contract which expressly survive termination of this Contract. In the event
Purchaser fails to notify Seller, within such five (5) day period, that
Purchaser has elected to proceed under either subpart (a) or (b) of the
immediately preceding sentence, Purchaser shall be deemed to have elected to
proceed under subpart (a), and this Contract shall remain in full force and
effect. If Seller notifies Purchaser that it elects to cure any such objections
but is unable to cure same by Closing or if Seller fails to notify Purchaser of
its intentions with respect to such objections and fails to cure same by
Closing, then Purchaser may, at its option, either (x) accept such title as
Seller can deliver in which case the parties shall proceed with Closing and all
exceptions to title set forth in the Title Commitment, Exception Documents and
Survey which are not removed shall be deemed to be Permitted Exceptions, or (y)
terminate this Contract by notice in writing to Seller at Closing, in which
event the Title Company shall return the Earnest Money Deposit to Purchaser and
neither party shall have any further rights, duties or obligations hereunder
except for provisions of this Contract which expressly survive termination of
this Contract.
4.5 Other Permitted Exceptions. The Permitted Exceptions shall include
those matters shown in the Title Commitment and the Survey which become
Permitted Exceptions pursuant to sections 4.3 and 4.4 above and, in addition,
the following: (a) the Tenant Leases; (b) taxes and assessments for the year in
which Closing occurs and subsequent years; (c) liens and encumbrances arising
after the date hereof to which Purchaser consents in writing; and (d) any liens
or encumbrances of a definite or ascertainable amount not exceeding $50,000.00,
provided that (i) Seller causes such liens or encumbrances to be insured or
bonded around such that same do not appear as an exception in the Title Policy
issued to Purchaser pursuant to the Commitment, and (ii) Seller agrees to
indemnify Purchaser from all losses incurred by Purchaser as a result of such
liens or encumbrances.
ARTICLE V.
INSPECTION BY PURCHASER
5.1 Inspection Period. Purchaser shall have a period of time commencing
on the Effective Date and expiring at 5:00 p.m., Atlanta, Georgia, time on the
forty-fifth (45th) day thereafter (the "Inspection Period") within which to
examine the Property and to conduct its feasibility study thereof. The
Inspection Period shall be inclusive of the Effective Date. Seller agrees that,
during the Inspection Period, Seller will allow Purchaser and Purchaser's agents
access to the Property during normal business hours to conduct soil and
engineering, hazardous waste, marketing, feasibility, zoning and other studies
or tests and to otherwise determine the feasibility of the Property for
Purchaser's intended use. Notwithstanding the foregoing, (a) the costs and
expenses of Purchaser's investigation shall be borne solely by Purchaser, (b)
prior to the expiration of the Inspection Period, Purchaser shall restore the
Property to the condition which existed prior to Purchaser's entry thereon and
investigation thereof to the extent the condition of the Property was affected
by or as a result of the actions of Purchaser or its agents, contractors or
representatives, (c) Purchaser shall not interfere, interrupt or disrupt the
operation of Seller's business on the Property and, further, such access by
Purchaser and/or its agents shall be subject to the rights of Tenants under
Tenant Leases, (d) in the event the transaction contemplated by this Contract
does not close for any reason, Purchaser shall deliver to Seller a descriptive
listing of all tests, reports and inspections conducted by Purchaser with
respect to the Property and deliver copies thereof to Seller, (e) Purchaser
shall not permit any mechanic's or materialman's liens or any other liens to
attach to the Property by reason of the performance of any work or the purchase
of any materials by Purchaser or any other party in connection with any studies
or tests conducted pursuant to this Section 5.1, (f) Purchaser shall give notice
to Seller a reasonable time prior to entry onto the Property and shall permit
Seller to have a representative present during all investigations and
inspections conducted with respect to the Property, and (g) Purchaser shall take
all reasonable actions and implement all protections necessary to ensure that
all actions taken in connection with the investigations and inspections of the
Property, and all equipment, materials and substances generated, used or brought
onto the Property pose no material threat to the safety of persons or the
environment and cause no damage to the Property or other property of Seller or
other persons. All information made available by Seller to Purchaser in
accordance with this Contract or obtained by Purchaser in the course of its
investigations shall be treated as confidential information by Purchaser, and,
prior to the purchase of the Property by Purchaser, Purchaser shall use its best
efforts to prevent its agents and employees from divulging such information to
any third parties except as reasonably necessary to third parties engaged by
Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract, including Purchaser's attorneys and representatives, prospective
lenders and engineers. Purchaser shall indemnify, defend and hold Seller
harmless for, from and against any and all claims, liabilities, causes of
action, damages, liens, losses, costs and expenses (including, without
limitation, attorneys' fees) incident to, resulting from or in any way arising
out of any of Purchaser's and its agents', contractors' and representatives'
activities on the Property, including, without limitation, any tests or
inspections conducted by Purchaser or its agents, contractors or representatives
on the Property. The agreements contained in this Section 5.1 shall survive the
Closing and not be merged therein and shall also survive any termination of this
Contract.
5.2 Approval of Inspections. If Purchaser determines at any time prior to
the expiration of the Inspection Period, that the Property is not satisfactory
to Purchaser, then Purchaser may deliver written notice to Seller within such
Inspection Period, given in accordance with the provisions of Section 13.1
hereof, in which event the Title Company shall return the Earnest Money Deposit
to Purchaser and neither party shall have any further rights, liabilities or
obligations hereunder, except for provisions of this Contract which by their
terms expressly survive the termination of this Contract. If Purchaser does not
timely deliver written notice of termination within such Inspection Period, the
conditions of this Section 5.2 shall be deemed satisfied, and Purchaser shall be
deemed to have approved the condition of the Property and may not thereafter
terminate this Contract pursuant to this Section 5.2.
5.3 Matters to be Delivered by Seller. No later than ten (10) days from
the Effective Date, Seller shall deliver to Purchaser the following items
(collectively, the "Submission Matters"):
(a) A current rent roll for the Property;
(b) A copy of all Tenant Leases with respect to the Property,
including all amendments thereto;
(c) Copies of any and all service, maintenance, management or other
contracts in Seller's possession relating to the ownership and operation of
the Property;
(d) Copies of the most recent real estate and personal property tax
statements in Seller's possession with respect to the Property; and
(e) Any environmental studies regarding the Property which Seller has
in its possession.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND WAIVERS
6.1 Representations and Warranties of Purchaser. Purchaser and each of
the persons executing this Contract on its behalf represents and warrants to
Seller as of the date hereof and as of the Closing Date as follows (which
representations and warranties shall survive the Closing for a period of 180
days): (a) Purchaser has full right and authority to enter into this Contract
and to consummate the transactions contemplated herein; and (b) this Contract
constitutes a valid and legally binding obligation of Purchaser, enforceable in
accordance with its terms.
6.2 Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as of the date hereof and as of the Closing Date as
follows: (a) Seller is a limited partnership validly existing and duly
organized under the laws of the State of California; (b) Seller has full right
and authority to enter into this Contract and to consummate the transactions
contemplated herein; (c) each of the persons executing this Contract on behalf
of Seller is authorized to do so; (d) this Contract constitutes a valid and
legally binding obligation of Seller, enforceable in accordance with its terms;
(e) to Seller's current actual acknowledge, Seller has received no written
notice that any governmental authority or agency has determined, threatened to
determine, or has alleged that there is a presence, release or threat of release
of any Hazardous Substance (as such term is defined under the Resource
Conservation Recovery Act, 42 U.S.C. .6901 et seq.) on, in or from the Property
in violation of applicable laws; and (f) to Seller's current actual knowledge,
Seller has received no written notice that the Property is in violation of any
ordinance, code, law, rule or regulation applicable to the Property with respect
to zoning, parking or building requirements. The representations and warranties
of Seller hereunder shall survive the Closing for a period of one hundred eighty
(180) days.
As used herein, the term "Seller's current actual knowledge" shall mean and
refer to only the current actual knowledge of the Designated Representative (as
hereinafter defined) of the Seller and shall not be construed to refer to the
knowledge of any other partner, officer, director, agent, employee or
representative of the Seller, or any affiliate of the Seller, or to impose upon
such Designated Representative any duty to investigate the matter to which such
actual knowledge or the absence thereof pertains, or to impose upon such
Designated Representative any individual personal liability. As used herein,
the Term "Designated Representative" shall refer to James A. Gray, David
Huddleston, and Yvonne Strater.
6.3 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER. Purchaser
acknowledges and agrees that, except as expressly specified in this Contract or
the Deed to be delivered at Closing, Seller has not made, and Seller hereby
specifically disclaims, any warranty, guaranty or representation, oral or
written, past, present or future, of, as to, or concerning, (a) the nature and
condition of the Property, including, without limitation, the water, soil and
geology, and the suitability thereof and of the Property for any and all
activities and uses which Purchaser may elect to conduct thereon; (b) the
existence, nature and extent of any right-of-way, lease, right to possession or
use, lien, encumbrance, license, reservation, condition or other matter
affecting title to the Property; or (c) whether the use or operation of the
Property complies with any and all laws, ordinances or regulations of any
government or other regulatory body. Purchaser agrees to accept the Property
and acknowledges that the sale of the Property as provided for herein is made by
Seller, on an "as is, where is, and with all faults" basis. Purchaser expressly
acknowledges that except as otherwise expressly specified herein and except for
any warranty of title contained in the deed to be delivered by Seller to
Purchaser at Closing, Seller makes no representation or warranty of any kind,
oral or written, express or implied, or arising by operation of law, with
respect to the Property, including, but not limited to, any warranties or
representations as to habitability, merchantability, fitness for a particular
purpose, title (other than Seller's warranty of title to be set forth in the
deed), zoning, tax consequences, physical or environmental condition, utilities,
operating history or projections, valuation, governmental approvals, the
compliance of the Property with governmental laws, the truth, accuracy or
completeness of any information (including, without limitation, the Submission
Matters) provided by or on behalf of Seller to Purchaser, or any other matter or
thing regarding the Property. Purchaser acknowledges that except as expressly
specified in any written instrument delivered by Seller to Purchaser, Seller
makes no representation or warranty of any kind, oral or written, express or
implied, or arising by operation of law regarding or with respect to any such
information (including, without limitation, the Submission Matters) provided or
to be provided by Seller regarding the Property.
Further, and without in any way limiting any other provision of this
Contract, Seller has made and makes no representation, warranty or guaranty, and
hereby specifically disclaims any representation, warranty or guaranty, oral or
written, past, present or future, with respect to the presence or disposal on or
beneath the property (or any parcel in proximity thereto) of hazardous
substances or materials which are categorized as hazardous or toxic under any
local, state or federal law, statute, ordinance, rule or regulation pertaining
to environmental or substance regulation, contamination, cleanup or disclosure
(including, without limitation, asbestos) and shall have no liability to
Purchaser therefor. Without limitation of the preceding sentence, Seller
specifically disclaims any representation, warranty or guaranty regarding the
accuracy of any environmental reports which may be included within the
Submission Matters. By acceptance of this Contract and the deed to be delivered
by Seller at the Closing, Purchaser acknowledges that Purchaser's opportunity
for inspection and investigation of the Property (and other parcels in proximity
thereto) will be adequate to enable Purchaser to make Purchaser's own
determination with respect to the presence or disposal on or beneath the
Property (and other parcels in proximity thereto) of such hazardous substances
or materials, and Purchaser accepts the risk of the presence or disposal of any
such substances or materials. Purchaser agrees that should any cleanup,
remediation or removal of hazardous substances or other environmental conditions
on the Property be required after the date of Closing, then, as between Seller
and Purchaser, such clean-up, remediation or removal shall be the responsibility
of and shall be performed at the sole cost and expense of Purchaser.
Purchaser hereby fully releases and discharges Seller, its employees,
officers, directors, partners, representatives and agents, and their respective
personal representatives, heirs, successors and assigns from any cost, loss,
liability, damage, expense, demand, action or cause of action arising from or
related to any construction defects, errors, omission, or other conditions
affecting the Property; provided, that this shall not release Seller from claims
arising, if any, as a result of any written representation or warranty of Seller
being false when made. Purchaser further acknowledges and agrees that this
release shall be given full force and effect according to each of its expressed
terms and provisions, including, but not limited to, those relating to unknown
and suspected claims, damages and causes of action. This covenant releasing
Seller shall be binding upon Purchaser, its personal representatives, heirs,
successors and assigns.
The provisions of this Section 6.3 (including, without limitation, the
waiver and release of claims contained herein) shall survive the Closing or
earlier termination of this Contract.
6.4 [Intentionally Deleted]
6.5 Effect and Survival of Disclaimers. Seller has informed and hereby
does inform Purchaser that the compensation to be paid to Seller for the
Property has been decreased to take into account that the Property is being sold
subject to the provisions of this Article VI.
ARTICLE VII.
CONDITIONS PRECEDENT TO PURCHASER'S AND
SELLER'S PERFORMANCE
7.1 Conditions to Purchaser's Obligations. Purchaser's obligation under
this Contract to purchase the Property is subject to the fulfillment of each of
the following conditions (any or all of which may be waived by Purchaser):
(a) The representations and warranties of Seller contained herein
shall be true, accurate and correct as of the Closing Date;
(b) Seller shall be ready, willing and able to deliver title to the
Property in accordance with the terms and conditions of this Contract;
(c) The obligations of Seller specified in Section 7.3 hereof shall
have been satisfied; and
(d) Seller shall have delivered all the documents and other items
required pursuant to Section 8.2(a), and shall have performed, in all
material respects so that Purchaser shall have received the benefit of its
bargain hereunder, all other covenants, undertakings and obligations, and
complied with all conditions required by this Contract to be performed or
complied with by the Seller at or prior to the Closing.
7.2 Conditions to Seller's Obligations. Seller's obligation under this
Contract to sell the Property to Purchaser is subject to the fulfillment of each
of the following conditions (all or any of which may be waived by Seller):
(a) the representations and warranties of Purchaser contained herein
shall be true, accurate and correct as of the Closing Date; and
(b) Purchaser shall have delivered the funds required hereunder and
all the documents to be executed by Purchaser set forth in Section 8.2(b)
and shall have performed, in all material respects so that Seller shall
have received the benefit of its bargain hereunder, all other covenants,
undertakings and obligations, and complied with all conditions required by
this Contract to be performed or complied with by Purchaser at or prior to
Closing.
7.3 Estoppel Certificates. Seller shall use reasonable efforts to obtain
and deliver to Purchaser, not less than fifteen (15) days prior to Closing,
Estoppel Certificates (herein so called), in the form attached hereto as Exhibit
F, with such changes thereto as are reasonably acceptable to Purchaser, executed
by Tenants occupying at least sixty-six and two-thirds percent (66-2/3%) of the
leased area of the Property, in the aggregate, and from all Tenants which have
leases (i) for more than 2,000 rentable square feet in the Property and
(ii) with a remaining term of more than one (1) year after the Closing Date. If
any Tenants do not execute and deliver the Estoppel Certificates as contemplated
hereunder, then, at or prior to Closing, Seller shall provide Purchaser with a
certificate (herein called the "Seller's Certificate"), setting forth Seller's
certification that, with respect to each of the Tenant Leases for which a Tenant
did not deliver an Estoppel Certificate, (i) the copy of such Tenant Lease (and
all amendments and modifications thereto) previously provided by Seller to
Purchaser is true, correct and complete and is in full force and effect, (ii)
Seller has not received any rent thereunder for more than one month in advance,
(iii) Seller has neither received nor given any written notice of default under
such Tenant Lease (or, if so, describing the nature thereof), (iv) such Tenant
has not asserted in writing any counterclaim or right of setoff under such
Tenant Lease (or, if so, describing the nature thereof), and (v) such Tenant has
accepted the leased premises under such Tenant Lease. In the event that any
such Estoppel Certificates or Seller's Certificates reveal material differences
from the matters set forth in the Tenant Leases delivered to Purchaser pursuant
to Section 5.3 hereof or any default or right of setoff or counterclaim
thereunder, which differences would materially and adversely affect a reasonable
purchaser's decision whether or not to purchase the Property, then Purchaser may
terminate this Contract by delivery of written notice to Seller within five (5)
days after receipt of such Seller's Certificates or Estoppel Certificates, in
which event the Earnest Money Deposit shall be returned to Purchaser and neither
party shall have any further rights, liabilities or obligations hereunder,
except for provisions of this Contract which by their terms expressly survive
the termination of this Contract.
ARTICLE VIII.
CLOSING
8.1 Time and Place. The consummation of the purchase and sale of the
Property (the "Closing") shall take place at the office of the Title Company (it
being contemplated that the Closing will occur by the delivery of Closing
documents into escrow with the Title Company) on the forty-fifth (45th) day
after the end of the Inspection Period, or at such earlier date and time as
Purchaser and Seller may mutually agree (the "Closing Date").
8.2 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver, or cause to be
delivered, to the Title Company for recording or delivery to Purchaser, as
applicable, each of the following items:
(i) A standard form ALTA Owner Policy of Title Insurance dated
no earlier than the date of the filing of the deed described in
Section 8.2(a)(ii) hereof, issued by the Title Company, and insuring
Purchaser's title in the amount of the Purchase Price, subject only to
the Permitted Exceptions (the "Title Policy").
(ii) A Special Warranty Deed duly executed and acknowledged by
Seller in the form attached hereto as Exhibit B and made a part hereof
for all purposes (with such reasonable changes thereto as may be
required by the Title Company in order to comply with the laws of the
State of Georgia) sufficient to convey to Purchaser good and
indefeasible title to the Property free and clear of all liens and
encumbrances except for the Permitted Exceptions.
(iii) An Assignment and Assumption of Leases (the "Assignment
of Leases") duly executed and acknowledged by Seller in the form
attached hereto as Exhibit C and made a part hereof for all purposes.
(iv) A Blanket Conveyance, Bill of Sale and Assignment ("Bill of
Sale") duly executed by Seller in the form attached hereto as Exhibit
D and made a part hereof for all purposes.
(v) The Estoppel Certificates and/or Seller's Certificates as
required pursuant to Section 7.3 hereof, unless previously delivered
to Purchaser.
(vi) All original Tenant Leases that are in Seller's possession
together with letters addressed to the Tenants of the Property (the
"Notice Letters") in the form attached hereto as Exhibit G and made a
part hereof for all purposes, or in such other form as may be mutually
agreed upon by Seller and Purchaser. Additionally, Seller will
provide Purchaser with a list, certified by Seller, of (A) unpaid
leasing commissions due with respect of any lease terms which have
commenced under existing Tenant Leases, and (B) security deposits
which have been applied by Seller, as landlord, pursuant to the terms
of any existing Tenant Leases.
(vii) Original counterparts of all service contracts that are
in Seller's possession and which are to be assumed by Purchaser.
(viii) A Non-Foreign Affidavit in the form attached hereto as
Exhibit E and made a part hereof for all purposes.
(ix) All amounts owing to Purchaser by Seller under Article IX
hereof.
(x) Copies of receipts or such other proof of payment disbursed
by Seller in connection with the replacement of the roof on "building
one" situated on the Land and/or similar major capital improvements
performed at Seller's request to the Improvements.
(xi) Evidence satisfactory to Purchaser and the Title Company
that the person or persons executing this Contract and the closing
documents on behalf of Seller have full right, power and authority to
do so.
(xii) A rent roll prepared with respect to the Property in
the form attached hereto as Schedule 8.2(a)(xii) which shall be
certified, to Seller's knowledge, as being true and correct in all
material respects as of a date not more than five (5) business days
prior to Closing.
(xiii) Other items reasonably requested by the Title Company
for the sale of the Property in accordance with this Contract or for
administrative requirements for consummating the Closing.
(b) Purchaser. At the Closing, Purchaser shall deliver to the Title
Company, for recording or delivery to Seller, as applicable, each of
the following items:
(i) The Purchase Price in Current Funds.
(ii) The Assignment of Leases, duly executed and acknowledged by
Purchaser.
(iii) The Bill of Sale, duly executed by Purchaser.
(iv) Such additional funds in cash or Current Funds, as may be
necessary to cover Purchaser's share of the closing costs and
prorations hereunder.
(v) Evidence satisfactory to Seller and the Title Company that
the person or persons executing this Contract and the closing
documents on behalf of Purchaser have full right, power and authority
to do so.
(vi) The Notice Letters duly executed by Purchaser.
(vii) Other items reasonably requested by the Title Company
for the sale of the Property in accordance with this Contract or for
administrative requirements for consummating the Closing.
8.3 Costs of Closing. The escrow fees of the Title Company shall be paid
equally by Seller and Purchaser. Any and all recording costs shall be paid by
Purchaser. Except as otherwise herein provided, documentary stamp taxes, deed
taxes, transfer taxes or other similar taxes, fees or assessments, the cost of
obtaining the Survey (and updating same if required by Section 4.2 hereof), and
any and all costs relating to the Title Policy shall be paid by Seller. Any
costs, including, without limitation, recording costs, loan fees and attorneys'
fees, relating to (a) any financing obtained by the Purchaser for the purchase
of the Property, and/or (b) any documentary stamp taxes, deed taxes, transfer
taxes, intangible taxes, mortgage taxes or other similar taxes, fees or
assessments incurred in connection with any such financing shall be borne and
paid exclusively by Purchaser. All other expenses incurred by Seller and
Purchaser with respect to the Closing, including, but not limited to, the
attorneys' fees and costs and expenses incurred in connection with negotiating,
preparing and closing the transaction contemplated by this Contract, shall be
borne and paid exclusively by the party incurring same, unless otherwise
expressly provided in this Contract.
8.4 Prorations. All normal and customarily proratable items, including,
without limitation, rents, operating expenses and other expenses and fees, and
payments relating to any agreements affecting the Property which survive the
Closing, shall be prorated as of the Closing Date, Seller being charged and
credited for all of same attributable to the period up to the Closing Date (and
credited for any amounts paid by Seller attributable to the period on or after
the Closing Date) and Purchaser being responsible for, and credited or charged,
as the case may be, for all of same attributable to the period on and after the
Closing Date. All leasing commissions payable with respect to Existing Tenant
Leases for lease terms which have commenced (but excluding leasing commissions
which are payable with respect to renewal terms which have not yet commenced)
prior to the Closing Date shall be paid by Seller at or prior to Closing, and
Purchaser shall be responsible for all leasing commissions payable with respect
to renewal terms which have not commenced as of the Closing Date; provided,
however, that in the event any new Tenant Lease with a term which commences
after the end of the Inspection Period is approved by Purchaser, Purchaser shall
pay all leasing commissions with respect thereto. All unapplied Deposits under
Tenant Leases, if any, shall be transferred by Seller to Purchaser at the
Closing. Any real estate ad valorem or similar taxes for the Property, or any
installment of assessments payable in installments which installment is payable
in the year of Closing, shall be prorated to the date of Closing, based upon
actual days involved. In connection with the proration of real property taxes
or installments of assessments, such proration shall be based upon the assessed
valuation and tax rate figures for the year in which the Closing occurs to the
extent the same are available; provided, that in the event that actual figures
(whether for the assessed value of the Property or for the tax rate) for the
year of Closing are not available at the Closing Date, the proration shall be
made using figures from the preceding year for the figures which are unavailable
for the year of Closing. The proration shall be final and unadjustable except
as provided in the following paragraph. The provisions of this Section 8.4
shall survive the Closing.
If any of the items subject to proration under the foregoing provisions of
this Section 8.4 cannot be prorated at the Closing because of the unavailability
of the information necessary to compute such proration, or if any errors or
omissions in computing prorations at the Closing are discovered subsequent to
the Closing, then such item shall be reapportioned and such errors and omissions
corrected as soon as practicable after the Closing Date and the proper party
reimbursed, which obligation shall survive the Closing for a period (the
"Proration Period") from the Closing Date until one hundred twenty (120) days
after the Closing Date; provided, however, that the Proration Period with
respect to real and personal property taxes with respect to the Property shall
be from the Closing Date until December 31, 1998. In the event that there is
any subsequent adjustment to the real and personal property taxes with respect
to the Property as a result of a tax valuation protest, then the cost of such
protest shall be offset against the tax savings resulting therefrom prior to
prorating taxes pursuant to this Section 8.4. Neither party hereto shall have
the right to require a recomputation of a Closing proration or a correction of
an error or omission in a Closing proration unless within the Proration Period
one of the parties hereto (i) has obtained the previously unavailable
information or has discovered the error or omission, and (ii) has given notice
thereof to the other party together with a copy of its good faith recomputation
of the proration and copies of all substantiating information used in such
recomputation. The failure of a party to obtain any previously unavailable
information or discover an error or omission with respect to an item subject to
proration hereunder and to give notice thereof as provided above within the
Proration Period shall be deemed a waiver of its right to cause a recomputation
or a correction of an error or omission with respect to such item after the
Closing Date.
8.5 Possession and Closing. Possession of the Property shall be delivered
to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and
the rights of the Tenants. Purchaser shall make its own arrangements for the
provision of public utilities to the Property and Seller shall terminate its
contracts with such utility companies that provide services to the Property.
8.6 Delinquent Rent.
(a) Application of Delinquent Rent. If on the Closing Date any
Tenant is in arrears in the payment of any rent under any Tenant Lease (the
"Delinquent Rent") payable by it, any Delinquent Rent received by Purchaser
and Seller from such Tenant after the Closing shall be applied to amounts
due and payable by such Tenant during the following periods in the
following order of priority: (A) first, to the period of time on or after
the Closing Date, and (B) second, to the period of time before the Closing
Date. If Delinquent Rent or any portion thereof received by Seller or
Purchaser after the Closing are due and payable to the other party by
reason of this allocation, the appropriate sum, less a proportionate share
of any reasonable attorneys' fees and costs and expenses expended in
connection with the collection thereof, shall be promptly paid to the other
party. The provisions of this Section 8.6(a) shall survive the Closing.
(b) Collection of Delinquent Rent. After the Closing, Seller shall
continue to have the right, in its own name, to demand payment of and to
collect Delinquent Rent owed to Seller by any Tenant, which right shall
include, without limitation, the right to continue legal actions or
proceedings against any Tenant, and the delivery of the Assignment of
Leases [as defined in Section 8.2(a)(iii)] shall not constitute a waiver by
Seller of such right; provided, however, that Seller may only continue
legal actions against Tenants with respect to which it has commenced legal
actions or sent a demand letter prior to the Closing Date; and provided,
further, that Seller will not commence any eviction actions subsequent to
the Closing Date, but that Seller may continue any such eviction actions
which it commenced prior to the Closing Date. Purchaser agrees to
cooperate with Seller to the extent reasonably necessary, but at no cost to
Purchaser, in connection with all efforts by Seller to collect such
Delinquent Rent and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing,
including, without limitation, the delivery to Seller, upon demand, of any
relevant books and records (including, without limitation, rent statements,
receipted bills and copies of tenant checks used in payment of such rent),
the execution of any and all consents or other documents, and the
undertaking of any act reasonably necessary for the collection of such
Delinquent Rent by Seller. The provisions of this Section 8.6(b) shall
survive the Closing.
8.7 Future Leasing Commissions. Seller hereby advises Purchaser that
Seller has been presented with lease proposals with respect to the prospective
tenants listed on Schedule 8.7 hereto (the "Prospective Tenants") from the
respective brokers or leasing agents listed on such Schedule 8.7; provided, that
Seller may amend such Schedule 8.7 at Closing to include additional Prospective
Tenants contacted by brokers or leasing agents between the Effective Date and
the Closing Date, and all references in this Contract to Schedule 8.7 shall mean
and refer to such Schedule 8.7 as the same may be amended by Seller at Closing;
provided, further, that in no event may Seller list on such Schedule 8.7 more
than five (5) Prospective Tenants associated with leasing agents or brokers
representing Seller. Purchaser agrees that in the event Purchaser leases any
portion of the Property to any of the Prospective Tenants within ninety (90)
days after the Closing occurs under this Contract, that Purchaser will pay to
the broker or leasing agent listed with respect to such Prospective Tenants on
Schedule 8.7 hereto the leasing commissions (if any) due to such brokers with
respect to the leases with such Prospective Tenants. Purchaser agrees to
indemnify, defend and hold Seller harmless for, from and against any and all
leasing commissions or other amounts due to such brokers or leasing agents with
respect to any leases with Prospective Tenants entered into by Purchaser or its
successors and assigns within ninety (90) days after the Closing Date.
Purchaser's obligations under this Section 8.7 shall apply with respect to
renewals of existing Tenant Leases, and expansions of space under existing
Tenant Leases, to the extent and only to the extent that such renewals and/or
expansions become effective within sixty (60) days after the Closing Date. In
no event shall Purchaser be or become obligated with respect to any leasing
commissions or brokerage fees owed to Seller's on-site leasing or management
agent at the Property pursuant to this Section 8.7, unless such agents are
specifically listed on Schedule 8.7 hereto with respect to specific Prospective
Tenants. The provisions of this Section 8.7 shall survive the Closing.
ARTICLE IX.
CONDEMNATION OR CASUALTY
9.1 Condemnation.
(a) In the event that all or any substantial portion of the Property
is condemned or taken by eminent domain or conveyed by deed in lieu
thereof, or if any condemnation proceeding is commenced for all or any
substantial portion of the Property, prior to Closing, either party may
elect to terminate this Contract by written notice thereof to the other
party within ten (10) days after (i) in the case of Seller, Seller becomes
aware of such condemnation, taking or deed in lieu, or institution of any
such condemnation proceeding, or (ii) in the case of Purchaser, Seller
notifies Purchaser of the condemnation, taking or deed in lieu or
institution of such condemnation proceeding. If neither party terminates
this Contract as aforesaid, then both parties shall proceed to close the
transaction contemplated herein pursuant to the terms hereof, in which
event Seller shall, except as limited in Section 9.1(b) hereof, at its
option deliver to Purchaser at the Closing any proceeds actually received
by Seller attributable to the Property from such condemnation, eminent
domain proceeding or deed in lieu thereof or assign its interest in and to
any such proceeds, and there shall be no reduction in the Purchase Price.
(b) For the purpose of this Section 9.1(a), a "substantial portion"
of the Property shall be deemed to be any portion of the Property with
either a fair market value or replacement cost in an amount equal to or
greater than $150,000.00. The foregoing provision shall survive the
Closing.
9.2 Casualty.
(a) In the event that all or any substantial portion of the Property
shall be damaged or destroyed by fire or other casualty prior to Closing,
either party may terminate this Contract by written notice thereof to the
other party within ten (10) days after (i) in the case of Seller, Seller
becomes aware of such casualty, or (ii) in the case of Purchaser, Seller
notifies Purchaser of the casualty. If neither party terminates this
Contract as aforesaid, then both parties shall proceed to close the
transaction contemplated herein pursuant to the terms hereof, in which
event Seller shall, except as limited in Section 9.2(b) hereof, deliver to
Purchaser at the Closing any insurance proceeds actually received by Seller
attributable to the Property from such casualty (except for proceeds
previously used to repair the Property), together with an amount equal to
the deductible amount applicable under Seller's insurance policy with
respect to such casualty loss (less any portion of such deductible paid by
Seller to complete repairs prior to Closing), and assign to Purchaser all
of Seller's right, title and interest in and to any claims which Seller may
have under the insurance policies covering the Property, and there shall be
no reduction in the Purchase Price. In the event less than a substantial
portion of the Property shall be damaged or destroyed by fire or other
casualty prior to Closing, then the parties shall proceed in accordance
with the second sentence in this Section 9.2(a).
(b) For the purposes of Section 9.2(a), a "substantial portion" of
the Property shall be deemed to be any portion of the Property with either
a fair market value or replacement cost in an amount equal to or greater
than $150,000.00. The foregoing provision shall survive the Closing.
ARTICLE X.
DEFAULTS AND REMEDIES
10.1 Default by Purchaser. If Seller shall not be in default hereunder and
Purchaser refuses or fails to consummate the Closing under this Contract for
reasons other than as expressly set forth in Section 4.4, Section 5.2 or Article
IX hereof or other than due to a failure of a condition precedent to Purchaser's
obligation to close as set forth in Section 7.1 hereof, Seller shall, as its
sole and exclusive remedy, terminate this Contract in which event neither party
shall have any further rights, duties, or obligations hereunder except for
provisions of this Contract which expressly survive the termination hereof, and
Seller shall be entitled to receive and retain the Earnest Money Deposit as
liquidated damages (Seller and Purchaser hereby acknowledging that the amount of
damages in the event of Purchaser's default is difficult or impossible to
ascertain but that such amount is a fair estimate of such damage).
Notwithstanding anything contained in this Section to the contrary, Seller shall
have any and all rights and remedies available at law or in equity by reason of
any indemnity obligation of Purchaser under this Contract which survives
Closing.
10.2 Default by Seller. If Purchaser shall not be in default hereunder and
if Seller refuses or fails to consummate the Closing under this Contract other
than due to a termination permitted hereunder or a failure of a condition
precedent to Seller's obligation to close as set forth in Section 7.2 hereof,
Purchaser may, at Purchaser's sole option, as its sole and exclusive remedies,
either (a) terminate this Contract in which event neither party shall have any
further rights, duties or obligations hereunder except for provisions of this
Contract which expressly survive the termination hereof, and Purchaser shall be
entitled to a refund of the Earnest Money Deposit, or (b) enforce specific
performance of this Contract against Seller. In no event shall Seller be liable
to Purchaser for any damages, including, without limitation, any actual,
punitive, speculative or consequential damages or damages for loss of
opportunity or lost profit. Notwithstanding the foregoing, Seller shall be
liable to Purchaser for any out-of-pocket costs and expenses incurred by
Purchaser in connection with the transaction contemplated by this Contract in
the event that Seller, while this Contract is in force and in default of
Seller's obligations hereunder, sells the Property to any person or entity other
than Purchaser and, as a result thereof, Purchaser is unable to purchase the
Property pursuant to this Contract; provided, that in no event shall Seller be
liable to Purchaser for costs and expenses incurred by Purchaser in excess of an
aggregate amount of $25,000.00. Further, Purchaser shall have any and all
rights and remedies available at law or in equity by reason of any indemnity
obligation of Seller under this Contract which survives the Closing.
10.3 Attorneys' Fees. If it shall be necessary for either Purchaser or
Seller to employ an attorney to enforce its rights pursuant to this Contract and
an action at law or in equity is filed in a court of competent jurisdiction as a
result thereof, the non-prevailing party shall reimburse the prevailing party
for its reasonable attorneys' fees incurred in such litigation.
ARTICLE XI.
BROKERAGE COMMISSIONS
11.1 Brokerage Commission. Seller and Purchaser represent each to the
other that each has had no dealings with any broker, finder or other party
concerning the purchase of the Property except Insignia Capital Advisors, Inc.
(the "Seller's Broker") and Spiva/Hill Management Co. (the "Purchaser's
Broker"). Seller hereby agrees to pay at Closing (i) all costs, expenses and
other amounts due to Seller's Broker arising out of any agreement executed by
Seller, and (ii) a brokerage commission in the amount of $100,000 to Purchaser's
Broker; provided, however, that Seller's obligation to pay, and Seller's
Broker's and Purchaser's Broker's right to receive, such costs, expenses,
commissions and other amounts with respect to this Contract or the Property is
expressly conditioned upon Closing the sale of the Property and Seller's receipt
of the Purchase Price under this Contract. Neither Seller's Broker nor
Purchaser's Broker shall have any right to receive any such costs, expenses,
commissions or other amounts with respect to this Contract or the Property
unless and until Closing shall be final and fully consummated and Seller shall
have received the Purchase Price as provided in this Contract. Seller agrees to
indemnify Purchaser and hold Purchaser harmless from any loss, liability,
damage, cost or expense (including, without limitation, reasonable attorneys'
fees) arising out of or paid or incurred by Purchaser by reason of any claim to
any broker's, finder's or other fee in connection with this transaction by any
party claiming by, through or under Seller (including, without limitation, the
Seller's Broker). Purchaser agrees to indemnify Seller and hold Seller harmless
from any loss, liability, damage, cost or expense (including, without
limitation, reasonable attorneys' fees, but excluding the $100,000 brokerage
commission to be paid by Seller to Purchaser's Broker hereunder) arising out of
or paid or incurred by Seller by reason of any claim to any broker's, finder's
or other fee in connection with this transaction by any party claiming by,
through or under Purchaser (including, without limitation, the Purchaser's
Broker). Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XI shall survive the Closing.
Purchaser hereby acknowledges that at the time of the execution of this
Contract, Purchaser is advised by this writing that Purchaser should have an
abstract covering the Property examined by an attorney of Purchaser's own
selection, or that Purchaser should be furnished with or obtain an owner policy
of title insurance.
ARTICLE XII.
OPERATION OF THE PROPERTY PRIOR TO THE CLOSING
12.1 Operations. Between the Effective Date and the Closing Date, Seller
shall (a) lease, operate, manage and enter into contracts with respect to the
Property, in the same manner done by Seller prior to the date hereof (provided,
however, that without the prior consent of Purchaser, (i) Seller shall not enter
into any service contract that cannot be terminated with thirty (30) days
notice, and (ii) after the Inspection Period, Seller shall not enter into any
Tenant Lease at less than the then prevailing market rates); (b) advise
Purchaser of the commencement of any litigation, condemnation or other judicial
or administrative proceedings affecting the Property of which Seller has current
actual knowledge; and (c) use commercially reasonable efforts to assist
Purchaser to obtain from Tenants, Subordination, Non-Disturbance and Attornment
Agreements in a form reasonably requested by Purchaser (provided, that failure
to obtain any such agreements shall not be a default under or breach of this
Contract by Seller).
12.2 Reimbursable Expenses. As used herein, the term "Reimbursable
Expenses" shall mean and include all amounts for which Purchaser is required to
reimburse Seller pursuant to the following subparts (a) and (b) of this Section
12.2:
(a) At Seller's sole discretion, Seller may, but shall not be obligated
to, repair and/or replace the roof on "building one" situated on the Land.
Purchaser agrees to reimburse Seller at Closing in an amount not to exceed
Twelve Thousand and No/100 Dollars ($12,000.00), for costs and expenses incurred
by Seller prior to the Closing for the repair and/or replacement of the roof on
such "building one", whether such costs and expenses are incurred before or
after the Effective Date of this Contract, it being understood that Seller has
already commenced the repair and replacement of the roof on such "building one"
prior to the Effective Date and the Purchaser shall be obligated to reimburse
Seller for the costs and expenses incurred in connection therewith.
(b) Purchaser agrees to reimburse Seller at Closing for any and all costs
and expenses incurred by Seller between the Effective Date of this Contract and
the Closing Date hereunder for any leasing commissions, leasehold improvement
costs, and other costs and expenses which are incurred by Seller in connection
with any lease executed with respect to any portion of the Property after the
Effective Date of this Contract and which is approved by Purchaser. If Seller
sends a written notice to Purchaser requesting that Purchaser approve any
proposed lease, Purchaser may approve or disapprove of such lease at its sole
discretion; provided, however, that in the event Purchaser does not approve or
disapprove of any such proposed lease within ten (10) days after Seller has sent
such notice to Purchaser, then Purchaser shall be deemed to have approved such
lease for all purposes under this Contract and Purchaser shall be required to
reimburse the Seller for all leasing commissions, leasehold improvement costs,
and other costs and expenses incurred by Seller as aforesaid. If Purchaser
shall disapprove of any such proposed lease, Seller may nonetheless enter into
such proposed lease but Purchaser shall not be obligated to reimburse Seller as
aforesaid with respect to such disapproved lease.
ARTICLE XIII.
MISCELLANEOUS
13.1 Notices. Any notice provided or permitted to be given under this
Contract must be in writing and may be served by (a) depositing same in the
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (b) delivering the same
in person to such party via a hand delivery service, Federal Express or any
other nationally recognized courier service that provides a return receipt
showing the date of actual delivery of same to the addressee thereof, or (c)
facsimile transmission with confirmation of receipt to the party sending same,
if a copy is deposited in the United States Mail as provided in 13.1(a) above.
Notice given in accordance herewith shall be effective upon receipt at the
address of the addressee. For purposes of notice, the addresses of the parties
shall be as follows:
If to Seller: Consolidated Capital Equity Partners, L.P.
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
Attention: James A. Gray
Facsimile No.: 864/239-1066
Telephone No.: 864/239-1369
With a copy to: Liechty & McGinnis, P.C.
10440 North Central Expressway, Suite 1100
Dallas, Texas 75231
Attention: Lorne O. Liechty, Esq.
Facsimile No.: 214/265-0615
Telephone No.: 214/265-0008
If to Purchaser: Spivill Management and Investment Company
4121 Hillsboro Road, Suite 203
Nashville, Tennessee 37215
Attention: Nick Spiva
Facsimile No.: 615/385-5780
Telephone No.: 615/385-5449
With a copy to: White & Reasor
3305 West End Avenue
Nashville, Tennessee 37203
Attention: Charles B. Reasor, Jr., Esq.
Facsimile No.: 615/383-9390
Telephone No.: 615/383-3345
If to Title
Company: Chicago Title Insurance Company
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
Attention: Sharon M. Cooper
Facsimile No.: 972/404-8731
Telephone No.: 972/663-0419
13.2 GOVERNING LAW. This Contract is being executed and delivered, and is
intended to be performed in, the State of Georgia, and the laws of such state
shall govern the validity, construction, enforcement and interpretation of this
Contract.
13.3 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if
any, relating to the transaction described herein, and may be amended or
supplemented only by an instrument in writing executed by the party against whom
enforcement is sought.
13.4 Parties Bound. Subject to the provisions of Section 13.5 hereof, this
Contract shall be binding upon and inure to the benefit of Seller and Purchaser,
and their respective heirs, personal representatives, successors and assigns.
13.5 Assignment. This Contract may be assigned by Purchaser to any entity
controlled by George N. Spiva, Nicholas L.E. Hill, G. Patrick Maxwell, and North
American Properties, Inc., a Tennessee corporation which is owned by George N.
Spiva and Nicholas L.E. Hill, without the prior written consent of Seller.
Except as provided in the immediately preceding sentence, this Contract may not
be assigned in whole or in part by Purchaser without the prior written consent
of Seller. Any assignment of this Contract by Purchaser other than as provided
foregoing shall, at Seller's option, be null and void and of no effect. In the
event Seller consents to an assignment of this Contract by Purchaser, Purchaser
shall not be released from any liability or obligations hereunder.
13.6 Headings. Headings used in this Contract are used for reference
purposes only and do not constitute substantive matter to be considered in
construing the terms of this Contract.
13.7 Survival. Except as otherwise expressly provided herein, no
representations, warranties, covenants, acknowledgments or agreements contained
in this Contract shall survive the Closing of this Contract and the delivery of
the Special Warranty Deed by Seller to Purchaser.
13.8 Interpretation. The parties acknowledge that each party and its
counsel have reviewed this Contract, and the parties hereby agree that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Contract or any amendments or exhibits hereto. In case any one or more
of the provisions contained in this Contract shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and this Contract
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein. When the context in which words are used in this
Contract indicates that such is the intent, words in the singular number shall
include the plural and vice versa, and words in the masculine gender shall
include the feminine and neuter genders and vice versa.
13.9 Exhibits. All references to "Exhibits" contained herein are
references to exhibits attached hereto, all of which are hereby made a part
hereof for all purposes.
13.10 Time of Essence. It is expressly agreed by the parties hereto
that time is of the essence with respect to this Contract and Closing hereunder.
13.11 Multiple Counterparts. This Contract may be executed in a number
of identical counterparts. If so executed, each of such counterparts is to be
deemed an original for all purposes, and all such counterparts shall,
collectively, constitute one agreement, but, in making proof of this Contract,
it shall not be necessary to produce or account for more than one such
counterpart.
13.12 Risk of Loss. Risk of loss or damage to the Property, or any
part thereof, by fire or any other casualty from the date this Contract is fully
executed up to the time of delivering the Special Warranty Deed transferring
title to the Property to the Purchaser will be on the Seller and, thereafter,
will be on the Purchaser.
13.13 Effective Date. As used herein, the term "Effective Date" shall
mean for all purposes in this Contract the date on which the Title Company
acknowledges receipt of an original of the Contract executed by Purchaser and
Seller with all changes, if any, to the printed portion of this Contract
initialed by Purchaser and Seller.
13.14 Business Days. All references to "business days" contained
herein are references to normal working business days, i.e., Monday through
Friday of each calendar week, exclusive of federal and national bank holidays.
In the event that any event hereunder is to occur, or a time period is to
expire, on a date which is not a business day, such event shall occur, or such
time period shall expire, on the next succeeding business day.
13.15 No Recordation of Contract. In no event shall this Contract or
any memorandum hereof be recorded in the public records of the place in which
the Property is situated, and any such recordation or attempted recordation
shall constitute a breach of this Contract by the party responsible for such
recordation or attempted recordation.
ARTICLE XIV.
TAX FREE EXCHANGE
Purchaser and Seller agree that, at Purchaser's sole election, this transaction
shall be structured as an exchange of like-kind properties under Section 1031 of
the Internal Revenue Code of 1986, as amended, and the regulations and proposed
regulations thereunder. The parties agree that if Purchaser wishes to make such
election, it must notify Seller of such election not less than ten (10) days
prior to the date of Closing. If Purchaser so elects, Seller shall reasonably
cooperate with Purchaser, provided any such exchange is consummated pursuant to
an agreement that is mutually acceptable to Purchaser and Seller and which shall
be executed and delivered on or before the date of Closing. Purchaser shall in
all events be responsible for all costs and expenses related to the Section 1031
exchange and shall fully indemnify, defend and hold Seller harmless for, from
and against any and all liability, claims, damages, expenses (including, without
limitation, reasonable attorneys' fees), taxes, fees, proceedings and causes of
action of any kind or nature whatsoever arising out of, connected with or in any
manner related to such Section 1031 exchange that would not have been incurred
by Seller if the transaction were a purchase for cash. The provisions of the
immediately preceding sentence shall survive Closing and the transfer of title
to the Property to Purchaser. Any Section 1031 exchange shall be consummated in
such a manner that Seller shall not be required to acquire title to any real
property in connection therewith.
IN WITNESS WHEREOF, the undersigned have executed this Contract effective
as of the Effective Date.
SELLER:
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.,
a California limited partnership
By: ConCap Holdings, Inc., a Texas corporation,
its general partner
By: /s/ William H. Jarrard, Jr.
Its: President
Dated: January 7, 1998
PURCHASER:
SPIVILL MANAGEMENT AND INVESTMENT
COMPANY, a Tennessee corporation
By:/s/ George N. Spiva
Its: President
Dated: December 17, 1997
RECEIPT OF EARNEST MONEY DEPOSIT
AND AGREEMENT OF TITLE COMPANY
Chicago Title Insurance Company (the "Title Company"), located at 7616 LBJ
Freeway, Suite 300, Dallas, Texas 75251, hereby acknowledges the receipt of one
(1) fully signed and executed copy of this Contract.
Upon receipt, the Title Company agrees to hold the Earnest Money Deposit in
escrow as escrow agent for the benefit of Seller and Purchaser and to dispose of
the Earnest Money Deposit in strict accordance with the terms and provisions of
this Contract.
CHICAGO TITLE INSURANCE COMPANY
By: /s/ Sharon L. Cooper
Name: Sharon L. Cooper
Title: Escrow Officer
Dated: January 9, 1998
SCHEDULE 8.2(A)(XII)
FORM OF RENT ROLL
[Attached hereto]
SCHEDULE 8.7
PROSPECTIVE TENANTS
Name of Prospective Tenants Broker or Leasing Agent
EXHIBIT A
PROPERTY DESCRIPTION
[Attach legal description of the Property]
EXHIBIT B
Prepared by:
Lorne O. Liechty, Esq.
Liechty & McGinnis, P.C.
10400 North Central Expressway
Suite 1100
Dallas, Texas 75231
After Recording, Return To:
STATE OF GEORGIA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DEKALB
SPECIAL WARRANTY DEED
THIS DEED, made as of this _______ day of _________________, 199___, by and
between CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership (hereinafter called "Grantor"), whose mailing address is
_________________________________, and _______________________, a
__________________________________ (hereinafter called "Grantee"), whose address
is _________________________________________.
WITNESSETH, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00)
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Grantor has GRANTED, BARGAINED, SOLD, ALIENED, CONVEYED
and CONFIRMED, and does hereby GRANT, BARGAIN, SELL, ALIEN, CONVEY and CONFIRM
unto Grantee, its successors and assigns, with special warranty of title, that
certain parcel or parcels of land situated in DeKalb County, Georgia, and more
particularly described on Exhibit A attached hereto and made a part hereof for
all purposes (the "Land"), together with and including (a) all buildings and
improvements situated on the Land, (b) all right, title and interest of Grantor,
if any, in and to the land lying in the bed of any street or highway in front of
or adjoining the Land and to any unpaid award for any taking thereof by
condemnation, or any damage to the Land by reason of a change of grade of any
street or highway, and (c) the appurtenances and all the estate and rights of
Grantor in and to the Land and the buildings and improvements including, without
limitation, all appurtenant easements and rights-of-way, all oil, gas and other
minerals situated on, in or under the Land and the buildings or improvements,
and all air and subsurface rights appurtenant to the Land and the buildings and
improvements, including fixtures (the Land, together with all of the above
property and interests being hereinafter collectively referred to as the
"Property"), SUBJECT, HOWEVER, to the permitted title exceptions shown on
Exhibit B attached hereto and made a part hereof for all purposes (hereinafter
referred to as the "Permitted Exceptions").
TO HAVE AND TO HOLD said bargained Property, together with all and singular
the rights, members, appurtenances and hereditaments to the same being,
belonging or in anywise appertaining, to the use, benefit and behoof of Grantee,
its successors and assigns, forever, IN FEE SIMPLE. Grantor expressly covenants
that it is seized of the Property in good fee simple title and that it has the
full right, power and authority to convey the same; that the Property and
Grantor thereof are free and clear of any liens, claims or encumbrances whatever
whereby the title to the Property may in anywise be charged, changed, impaired
or defeated, subject only to the Permitted Exceptions, and that Grantor will
forever WARRANT and DEFEND the Property against the lawful claims of all persons
claiming by, through, or under it, except for claims arising under or by virtue
of the Permitted Exceptions.
Current ad valorem taxes on the Property having been prorated, Grantee
hereby assumes the payment thereof.
IN WITNESS WHEREOF, Grantor has hereunto caused the execution of this
Special Warranty Deed under seal as of the date first above written.
Signed, sealed and GRANTOR:
delivered in the presence of: ___________________________________
_________________________________
Unofficial Witness
By:________________________________
Name: ____________________________________
Its:_______________________________
_________________________________
Unofficial Witness Dated: _______________________________
ATTEST: ____________________________________
Name: _______________________________
Its: _______________________________
[CORPORATE SEAL]
_________________________________
Notary Public
My Commission Expires:
____________________
MAIL FUTURE TAX STATEMENTS TO:
________________________
________________________
________________________
EXHIBIT A
PROPERTY DESCRIPTION
[Attach legal description of the Property]
EXHIBIT B
PERMITTED EXCEPTIONS
[Attach list of Permitted Exceptions created
in accordance with the terms of the Contract]
EXHIBIT C
Prepared by:
Lorne O. Liechty, Esq.
Liechty & McGinnis, P.C.
10400 North Central Expressway
Suite 1100
Dallas, Texas 75231
After Recording, Return To:
STATE OF GEORGIA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DEKALB
ASSIGNMENT AND ASSUMPTION OF LEASES
That CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Assignor"), for and in consideration of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, to Assignor in hand paid,
the receipt and legal sufficiency of which are hereby acknowledged, hereby
transfers, assigns and sets over unto ______________ ________________, a
__________________________ ("Assignee"), all of the right, title and interest of
Assignor in and to all leases of, and security deposits and prepaid rents
relating to space in (together, the "Leases") the real property described on
Exhibit A, attached hereto and made a part hereof for all purposes.
TO HAVE AND TO HOLD the Leases, together with any and all of the rights and
appurtenances thereto in anywise belonging to Assignor (excluding the right to
receive rents paid under the Leases which accrued before the date of this
Assignment), unto Assignee and Assignee's successors and assigns forever, and
Assignor does hereby bind Assignor and Assignor's legal representatives and
successors, to WARRANT AND FOREVER DEFEND all and singular the Leases unto
Assignee and Assignee's successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through or under
Assignor, but not otherwise.
In consideration of the foregoing assignment, Assignee hereby assumes, and
agrees to perform all of the obligations of Assignor under the Leases,
including, but not limited to, the obligation to refund any security deposits
and the payment of any deferred leasing commissions that become payable after
the date of this Assignment with respect to any of the Leases, and indemnifies
Assignor and holds Assignor harmless from all loss, cost, liability and expense
arising out of or in connection with the Leases to the extent the same arises on
or after the date hereof. Assignee takes the Leases subject to any existing
defaults thereunder, but, to the extent required by that certain Contract of
Sale dated _____________, 199__, between Assignor and ______________, shall pay
to Assignor monies collected from tenants who owe delinquent rents that have
accrued as of the date of this Assignment until all of such delinquent rents
have been paid. Assignor hereby agrees to indemnify and hold Assignee harmless
from all loss, cost, liability and expense arising out of or in connection with
the Leases to the extent the same arises prior to the date hereof.
Assignor hereby represents to Assignee that no leasing commissions are
payable with respect to any of the existing Leases assigned hereunder except
with respect to those Leases listed on Exhibit B hereto.
EXECUTED effective as of this _____ day of _________, 199__.
Signed, sealed and ASSIGNOR:
delivered in the presence of:
___________________________________
Unofficial Witness
By:_________________________________
Name: ___________________________________
Its:_______________________________
_________________________________
Unofficial Witness Dated: ___________________________________
ATTEST: __________________________________
Name: _____________________________
Its:______________________________
[CORPORATE SEAL]
_________________________________
Notary Public
My Commission Expires:
____________________
Signed, sealed and ASSIGNEE:
delivered in the presence of:
__________________________________
Unofficial Witness
By:_________________________________
Name: ___________________________
Its:_____________________________
_________________________________
Unofficial Witness Dated: _____________________________
ATTEST: __________________________________
Name: ____________________________
Its:_____________________________
[CORPORATE SEAL]
_________________________________
Notary Public
My Commission Expires:
____________________
EXHIBIT A
PROPERTY DESCRIPTION
[Attach legal description of the Property]
EXHIBIT B
LEASES WITH LEASING COMMISSIONS PAYABLE
[To be attached at Closing]
EXHIBIT D
BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
STATE OF GEORGIA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DEKALB
By a Special Warranty Deed (the "Deed") of even date with the date hereof,
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited partnership
("Seller"), conveyed to ________________________, a _______________
("Purchaser"), the real property (the "Real Property") described on Exhibit A
attached hereto and made a part hereof for all purposes, together with all
improvements located thereon.
As consideration for (a) the conveyance of the Real Property, (b) the
conveyance of the personal property described herein, and (c) the assignments
contained herein, Purchaser has paid the sum of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration to the Seller.
NOW, THEREFORE, for the consideration above specified, the receipt and
sufficiency of which are expressly acknowledged:
1. The Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED, SET-OVER and
DELIVERED, and by these presents does hereby GRANT, CONVEY, SELL, TRANSFER, SET-
OVER and DELIVER unto the Purchaser, all of Seller's right, title and interest
in and to all items of tangible personal property located on or attached to the
Real Property including, without limitation, all items of personal property
described on Exhibit B hereto (all of the property described in this paragraph 1
is hereinafter referred to as the "Personal Property") (the Real Property and
Personal Property sometimes collectively referred to herein as the "Property").
2. The Seller has ASSIGNED, TRANSFERRED and SET-OVER, and by these
presents does ASSIGN, TRANSFER and SET-OVER unto the Purchaser (to the extent
they are assignable) all of its right, title and interest in and to all service
contracts listed on Exhibit C hereto, all bonds, warranties and guaranties in
Seller's possession which relate to the Real Property or Personal Property.
Purchaser hereby assumes and agrees to perform from the effective date
hereof forward all of the covenants and obligations contained in the contracts
assigned hereunder (to the extent such contracts are listed on Exhibit C hereto)
which are to be performed by Seller and hereby indemnifies Seller and agrees to
hold Seller harmless from and against all liability, cost, loss, damage or
expense, including reasonable attorneys' fees, suffered or incurred by Seller as
a result of any alleged failure of Purchaser to perform such covenants or
obligations. Seller hereby indemnifies Purchaser and agrees to hold Purchaser
harmless from and against all liability, cost, loss, damage or expense,
including reasonable attorneys' fees, suffered or incurred by Purchaser as a
result of any alleged failure of Seller to perform covenants or obligations
under the contracts listed on Exhibit C hereto and to the extent such covenants
or obligations were to be performed prior to Closing.
This Blanket Conveyance, Bill of Sale and Assignment is binding and shall
inure to the benefit of the parties hereto, and their respective successors and
assigns.
TO HAVE AND TO HOLD the Property unto Purchaser, its successors and assigns
forever, and Seller does hereby bind itself, its successors and assigns, to
forever WARRANT AND DEFEND the title to the Property unto Purchaser, its
successors and assigns, against any person whomsoever lawfully claiming, or to
claim the same or any part thereof, by, through or under Seller, but not
otherwise.
EXECUTED effective as of the ______ day of __________, 199__.
SELLER:
___________________________________________
By:________________________________________
Its:_________________________________
Dated:_____________________________________
PURCHASER:
___________________________________________
Dated:_____________________________________
EXHIBIT A
PROPERTY DESCRIPTION
[Attach legal description of the Property]
EXHIBIT E
NON-FOREIGN AFFIDAVIT
STATE OF SOUTH CAROLINA
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF GREENVILLE
On this date, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Seller"), has sold and conveyed certain real property
situated in DeKalb County, Georgia, to _______________________, a ______________
("Purchaser"). Section 1445 of the Internal Revenue Code of 1986, as amended,
provides that a transferee of a U.S. Real Property Interest must withhold tax if
the transferor is a foreign person. To inform Purchaser that withholding of tax
is not required upon the disposition of a U.S. Real Property Interest by Seller,
the undersigned hereby certifies the following on behalf of Seller:
1. Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);
2. Seller's U.S. Employer Identification Number is _________________; and
3. Seller's office address is _______________________________________
_______________________________________________________________.
Seller understands that this certification may be disclosed to the Internal
Revenue Service by Purchaser and that any false statement contained herein could
be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Seller.
Executed this ______ day of ______________, 199__.
SELLER:
__________________________________________
By:________________________________________
Its:_________________________________
Dated:____________________________________
_________________________________
Notary Public
My Commission Expires:
____________________
EXHIBIT F
TENANT ESTOPPEL CERTIFICATE
(PLEASE CALL DONNA HURD AT 615/783-1037 IF YOU HAVE ANY QUESTIONS OR IF ANY OF
THE UNDERLINED INFORMATION IS INACCURATE. WHERE YOU HAVE A CHOICE SUCH AS
"HAS____ (HAS NOT____)", PLACE AN "X" IN THE CORRECT BLANK.)
The undersigned __________________________, a ___________________
("Tenant"), hereby certifies as follows:
1. __________________________ ("Landlord"), as landlord, and Tenant, as
tenant, are parties to that certain lease dated _____________, 199__ (the
"Lease"), demising certain premises more fully described therein and designated
as Suite _______ in the building known as "__________________" and having an
address of _____________________________________, _____________, _____________
(the "Building"). Landlord is the current owner of the Premises and Tenant is
the current tenant under the Lease.
2. The Lease is in full force and effect and has not been modified,
amended or supplemented in any way, except as follows (insert dates of all
modifications, amendments or supplements; if none, write
"None"):______________________________________________________________________
______________________________________________________________________________
_____________________________________________________________________________.
3. There are no other representations, warranties, agreements,
commitments or understanding between Landlord and Tenant regarding the Premises
other than as set forth in the Lease or paragraph 2 above.
4. The initial term of the Lease commenced on ______________, 199__, will
expire on _______________, 199__. Tenant has ___________ options to renew the
initial term of the Lease, each for a period of _____________ years.
5. Fixed monthly rent is currently payable at the rate of $__________ per
month and, together with applicable sales tax, has been paid through
_____________, 199__. The current monthly billings for additional rent (common
area maintenance, and/or utilities, and/or taxes, and/or insurance as specified
in the Lease) payable by the Tenant are $________ per month plus applicable
sales tax. Tenant has ____ (has not ____) paid in full all other sums presently
due and payable under the lease.
6. No rent or additional rent which may become due or payable under the
Lease has been paid more than 30 thirty days in advance.
7. Tenant pays ____ (does not pay ____) percentage rent under the Lease
as follows:
______________________________________________________________________________
_____________________________________________________________________________.
8. Tenant has taken possession of and occupying the Premises. All work
required under the Lease to be performed by Landlord has been completed to the
satisfaction of Tenant, except as follows (insert description of any work to be
completed by Landlord; if none, write "None"):____
______________________________________________________________________________
_____________________________________________________________________________.
9. There are no defaults on the part of Tenant or, to the best of
Tenant's knowledge, Landlord under the Lease.
10. Tenant has paid to Landlord a security deposit of $__________.
Landlord has applied $________ from the security deposit to Tenant's obligations
under the Lease, leaving a balance of $____________ as the Tenant's unapplied
security deposit.
11. Tenant presently has no charge, lien, claim, defense, set-off or
counterclaim against Landlord or the performance of Tenant's obligations under
the lease.
12. Tenant has been advised that ___________________ or assignee thereof
("Buyer"), will acquire the Building, and that __________________________ (the
"Title Company"), will provide title insurance and _____________________________
("Lender") will provide financing to Buyer in connection therewith. Tenant
agrees that the foregoing certifications shall inure to the benefit of and may
be relied upon by Landlord, Buyer, the Title Company and Lender, and their
respective successors and assigns.
Date: ________________, 199__
TENANT:
_________________________________________,
a _________________
By:________________________________________
Name:_______________________________
Title:_______________________________
EXHIBIT G
TENANT NOTICE LETTER
_________________, 199____
____________________________
____________________________
____________________________
Re: Your lease (the "Lease") of space in Northlake Quadrangle located in
Tucker, DeKalb County, Georgia (the "Property")
Dear :
You are hereby notified that Consolidated Capital Equity Partners, L.P.
(the "Owner"), as owner of the Property and the current owner of the landlord's
interest under the Lease, has sold the Property to
("Purchaser") as of the date of this Notice Letter set forth above, and in
connection with such sale the Owner has assigned and transferred its interest in
the Lease and any and all unapplied security deposits thereunder or relating
thereto in its possession to Purchaser, and Purchaser has assumed and agreed to
perform all of the landlord's obligations under the Lease (including, but not
limited to, any obligations set forth in the Lease to repay or account for any
unapplied security deposits thereunder) from and after such date.
Accordingly, (a) all of your obligations under the Lease from and after the
date of this Notice Letter (including your obligation to pay rent) shall be
performable to and for the benefit of Purchaser and Purchaser's successor and
assigns, and (b) all of the obligations of the landlord under the Lease
(including, but not limited to, any obligations to repay or account for any
unapplied security deposits thereunder) from and after the date of this Notice
Letter shall be the binding obligations of Purchaser and Purchaser's successors
and assigns.
The address of Purchaser for all purposes under the Lease (including the
payments of rentals, and recoupment of any unapplied security deposits and the
giving of any notice provided for in the Lease) is
.
Very truly yours,
SELLER:
__________________________________________
By:_______________________________________
Its:_____________________________________
Dated:_____________________________________
PURCHASER:
__________________________________________
Dated:_____________________________________