Exhibit 10.1
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this 30th day of April 1996, between
CORNERSTONE REALTY GROUP, INC. or its nominee, (hereinafter called "Purchaser")
and LONGMEADOW APARTMENTS, LTD., (hereinafter called "Seller").
ARTICLE I
THE PROPERTY
1.1 Sale of Property. Seller agrees to sell and convey, and Purchaser
agrees to purchase, Seller's real property known as LONGMEADOW APARTMENTS
located in CHARLOTTE, NC, with-all buildings and improvements located thereon,
as more particularly described in the attached legal description in Exhibit A
including, but not limited to 120 individually heated and air conditioned
apartment units, with all appurtenances, together with all appliances, drapes,
carpeting, shrubbery and all other personal property used in connection with the
premises, including, the inventory of personal property to be supplied by Seller
and attached hereto as Exhibit B (all such real and personal property
hereinafter collectively referred to as the "Property" unless the context
clearly indicates otherwise).
ARTICLE II
PAYMENT OF PURCHASE PRICE
2.1 Purchase Price. The total purchase price shall be FOUR MILLION NINE
HUNDRED SEVENTY FIVE THOUSAND ($4,975,000) DOLLARS as evidenced by cash or cash
equivalent at closing.
2.2 Deposit. $50,000 to be placed in escrow at the end of the "Inspection
Period" described in Article VI below. Said deposit shall be placed in escrow
with the Title Company of North Carolina or its authorized agent as an earnest
money deposit which may be credited against the purchase price or applied as per
Article XI below.
2.3 Closing in Escrow. The parties shall comply with all of the required
documentation prior to April 30, 1996 and deposit all documents and the Purchase
Price in escrow with the title company set forth in the above Paragraph 2.2. At
said time, the Purchaser shall assume all of the benefits and liabilities of
ownership, including the management of the property, with the actual closing
taking place as soon thereafter as Purchaser may elect, but not later than May
31, 1996. The Purchase Price shall be paid by (i) payment from Purchaser to
Seller at closing the
amount by which the Purchaser Price exceeds the amount due from the Seller to
Condor One, Inc. under the OMNIBUS CONSENT ORDER 1) ALLOWING INTERIM LIMITED USE
OF CASH COLLATERAL, 2) PROVIDING ADEQUATE PROTECTION, 3) RELATING TO 11 U.S.C.
SS 363 (f) AND 363 (k) and 4) GRANTING RELIEF FROM STAY ("Consent Order") as of
the date of closing; and (ii) payment from Purchaser to Seller (or Seller's
assignee) on or before May 31, 1996 the amount by which the Purchase Price
exceeds the amount paid under (1) of this paragraph, with interest on and after
the date of closing in escrow as provided in the Consent Order. In all events,
the Purchaser shall have paid to Seller by May 31, 1996 the Purchase Price as
defined in Paragraph 2.1. All payments to be held by the title company in an
interest-bearing account pending disbursements.
2.4 Best Efforts. Seller and Purchaser hereby agree to use their best
efforts to close all transactions contemplated by this Agreement on or before
April 30, 1996. The parties further agree to take whatever steps are necessary
to receive an assignment of the mortgage to the Purchaser or its nominee at
agreed price and Seller will provide Purchaser with a deed in lieu of
foreclosure.
2.5 Existing Mortgage. Seller and Purchaser acknowledge that at the date of
closing the Property will be encumbered by an existing deed of trust in favor of
Cameron-Brown Company, the beneficial interest in which has been assigned to
Condor One, Inc. ("Condor") for which Condor has agreed to accept Four Million
Four Hundred Thousand Dollars ($4,400,000), with interest at an annual rate of
9.45 percent on or before July 1, 1996. Seller and Purchaser hereby agree that
interest accruals shall be prorated in accordance with Paragraph 4.1 and that
any payments of interest to Condor shall accrue to the benefit of the party
whose funds were used to make such payment. The Seller and Purchaser agree to
use their best efforts to obtain from Condor, on or before July 1, 1996 in
conjunction with payment of the full balance due Condor, an assignment of the
Condor note, deed of trust, and collateral documents to such entity as Purchaser
may direct, but obtaining such assignment is not a condition of any obligation
of Purchaser under this agreement.
ARTICLE III
TITLE MATTERS
3.1 Marketable Title. Seller, shall convey good and marketable title by
General Warranty Deed, subject only to general taxes for the current year not
yet due and payable and utility easements which could never interfere with the
present use of the Property and existing deed restrictions.
(A) Title shall be free from any and all liens or mortgages and Seller
shall be responsible for any prepayment penalties necessary to deliver such free
title.
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3.2 Title Defects; Election to Cure. If title is not marketable, except as
stated above in the preceding paragraph, Purchaser shall give written notice of
any defects in title to Seller's counsel within five (5) days after Purchaser's
receipt of a title report which report shall include copies of backup documents
relating to any title exceptions, a current survey, a flood zone certification
letter and a Surveyor's Certification letter. Seller may, at its option, elect
whether to cure said defects or by written notice to Purchaser indicate its
intention not to cure. The commitment shall be furnished without cost to
Purchaser, except and unless Purchaser obtains a policy.
3.3 Election Not to Cure Defects. Should Seller elect not to cure title
defects, this Agreement, at Purchaser's option, shall be void; each party shall
thereupon be released from all obligations hereunder; and all deposits shall be
immediately returned to Purchaser.
ARTICLE IV
PRORATIONS
4.1 Income and Expense Allocations. The following shall be prorated, on a
calendar-month basis as of the first (1st) day of the month in which closing
occurs: rents and other income from the Property; operating expenses (on such
service contracts and other obligations as Purchaser may agree to assume);
interest; and general and real property taxes and personal and business property
taxes for the year of closing (based on the most recent assessment and the most
recent levy).
4.2 Closing Costs. Purchaser and Seller shall pay their customary share of
all taxes, recording fees, if any, imposed on the Deed, or any other documents
executed in connection with the transfer of the Property. Purchaser agrees to
pay cost of title insurance. Seller shall pay any prepayment penalty charged by
the holders of any existing notes.
4.3 Allocation of Rents. Rents collected by Seller prior to Closing shall
be prorated as agreed in 4.1 above. Purchaser shall apply rents received after
Closing first to payment of the current rent due to Purchaser, then to
delinquent rents due to Purchaser, and last to rents due to Seller as of the
Closing but uncollected prior to settlement. Purchaser agrees to use its best
efforts in good faith to collect the amount of any rental arrears from tenants
and Purchaser agrees to remit promptly to Seller any such arrears actually paid
by such tenants to Purchaser. Seller shall retain the right to commence legal
action against a tenant for any delinquent rent apportioned to the Seller.
4.4 Prior Lease Concessions. Seller has no knowledge of any future rent
concessions other than those for employees of the managing company and has
consulted with the management company
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regarding the same.
ARTICLE V
POSSESSION OF THE PROPERTY
5.1 Possession. Possession of the Property shall be delivered to Purchaser
at closing, subject to the rights of the tenants under existing leases and
rental agreements.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 Conditions Precedent. Purchaser's obligation to purchase shall be
subject to and contingent upon the satisfaction of the following conditions
precedent:
(A) Receipt by Purchaser of an engineering report of building and site
conditions, reasonably satisfactory to Purchaser, said report to include in
part, a description of any hazardous waste sites, hazardous wastes and/or
hazardous materials affecting the property. Purchaser shall have until April 26,
1996 in which to review the reports set forth herein and exercise its right to
reject the Property based thereon or the right hereunder shall be deemed waived.
Purchaser hereby agrees to instruct the entity preparing the engineering report
to provide a copy of such report to Seller simultaneously upon provision to
Purchaser.
(B) The receipt by Purchaser of Seller documents described in 7.2
below.
(C) On the condition that Sellers representations and warranties
described in Article VIII below remain true and correct.
(D) On the condition that there have been no material or adverse
changes to the property or leases.
(E) Seller acknowledges that Purchaser is a public entity and that it
is required to furnish financial statements to the Securities and Exchange
Commission in connection with this acquisition. Seller agrees to make the
information available for Purchaser to audit the last 12 months of operation of
the Property so that a report can be generated that is in compliance with
accounting Regulation S-X of the Securities and Exchange Commission.
(F) Purchaser shall have until May 1st to procure a Survey which shall
show no encroachments onto the Land from any adjacent property, no encroachments
by or from the Land onto adjacent property and no violation of or encroachments
upon any recorded building lines, restrictions or easements affecting the
Property. If the Survey discloses any such encroachment or violation, Seller
shall have five (5) days from the date of
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delivery of the Survey (with a commensurate extension of the closing date) to
have the Title Insurer issue its endorsement insuring against damage caused by
such encroachment or violation and to provide evidence thereof to Purchaser, and
if Seller fails to or is unable to have the same insured against within such
five (5) day period, Purchaser may elect, on or before the Closing Date, to (i)
terminate this Agreement (in which case the Earnest Money shall be returned to
Purchaser) and neither party shall have any further liability or obligation to
the other hereunder, or (ii) accept the property subject to any such
encroachment or violation.
6.2 Inspection. This Agreement shall be further subject to and contingent
upon Purchaser's satisfactory inspection as follows herein below.
6.2.1 Preparation for Inspection. At the execution of this Agreement,
Seller shall deliver to Purchaser copies of the following: The current rent roll
for the Property; detailed statements of income and expenses with respect to the
Property for the past two years; the most recent tax bills for the Property;
utility bills for the Property for the twelve (12) months previous to the date
hereof; all contract, mortgages, and other documents creating liens of security
interest on the Property, or any part thereof and all promissory notes secured
thereby; all insurance policies applicable to the Property to include loss runs
for the last five (5) years; Plans and Specifications for the Property, service
contracts, Certificates of Occupancy, to the extent reasonably available; a copy
of the title policy and most recent survey for the Property. A copy of any
environmental or engineering reports on the property. All these items shall be
certified by Seller to be accurate and complete to the best of its knowledge and
belief. In the event Purchaser has not received any of the documents referenced
by this Paragraph 6.2.1 by April 26, 1996, Purchaser shall notify Seller in
writing by April 29, 1996 or waiver the right to receive such documents.
6.2.2 Inspection of Books and Records; Access. Upon receipt by Purchaser of
all documents requested in the paragraph above, Purchaser, its employees, agents
and contractors shall have 14 days (the "Inspection Period") to enter upon the
Property subject to the rights of the tenants during normal business hours for
the purpose of making physical inspections thereof, including but not limited to
roofs, heating, cooling, electrical and plumbing systems, swimming pool,
appliances, and structural elements of the buildings. Upon the conclusion of the
Inspection Period this contract shall be deemed to be a firm agreement of
purchase and sale binding the parties hereto, except as it may be terminated by
other provisions and conditions contained herein, including but not limited to
the condition imposed by Paragraph 6.1(A) above.
6.2.3 Right of Termination During Inspection Period. Purchaser shall also
be permitted to review all original leases,
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expense records, tenant cards and occupancy data available. If Purchaser is not
satisfied, in its sole and exclusive discretion, with the state of maintenance
and repair of the Property or the rents, occupancy or expenses of the Property,
then notwithstanding anything contained herein to the contrary, Purchaser shall
have the right to terminate this Agreement by giving written notice to Seller
before the end of the Inspection Period, and no party hereto shall have any
further liability to any other party hereto, and all deposits shall be returned
to Purchaser.
6.2.4 "Rent Ready". During the "Inspection Period", both Seller and
Purchaser will inspect an apartment unit at the Property and mutually agree that
said apartment shall be representative of a "rent ready" unit by which all other
units shall be judged for "rent ready" condition at closing. All vacant
apartment units, are to be in a "rent ready" condition (as defined above), at
the time of closing, containing, but not limited to the following amenities,
i.e., carpet, refrigerator, range, garbage disposal, heating, plumbing and
electrical systems.
6.2.5 Condition of Personal Property at Closing. All personal property
included in the sale and all mechanical, electrical, heating, air conditioning,
sewer, water and plumbing systems will be in the same working order at the time
of closing and in the same condition as at the time of the initial inspection by
Purchaser. If Seller fails to make reasonable efforts to conserve the property
and Seller does not pay at closing for any damages resulting from Seller's
failure to make reasonable efforts to converve the property, Purchaser shall
have the option of waiving such requirement, in writing, and proceeding to
closing, or Purchaser may void this Agreement and obtain a prompt return of its
deposit. This clause shall survive closing for three (3) business days.
6.2.6 Satisfaction of Due Diligence Requirement. The Purchaser acknowledges
receipt of all documents required from Seller for the completion of its
inspection.
ARTICLE VII
CLOSING
7.1 Closing. Closing will be held on or before April 30, 1996 at such place
and at such time as the parties may agree.
7.2 Seller's Deliveries. At closing, Seller shall execute and deliver to
Purchaser the General Warranty Deed referred to in Paragraph 3 hereof and shall
also execute, where necessary, and deliver to Purchaser, the following:
(A) A Bill of Sale, with warranty of title transferring the personal
property (as shown in Schedule B) to
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Purchaser free of all liens, charges and encumbrances.
(B) Originals or copies of all signed leases and rental agreements in
effect with tenants of the Property.
(C) All security deposits made by such tenants. Seller will give the
tenants the required notice of such transfer in compliance with the laws of
North Carolina.
(D) An affidavit of Seller in such form as will cause the Title Company
to omit from the title insurance policy the exclusion relating to unrecorded
mechanic's and materialmen's liens.
(E) A rent roll certified by Seller to be true and correct as of the
date of closing showing the name of, and the amount of monthly rental payable,
by each tenant of the Property, the apartment occupied by the tenant, the date
to which rent has been paid, any advance payment of rent, and the amount of any
escrow, or security deposit of tenant.
(F) A standard affidavit of Seller as required by the title company
that to the best of its information and belief there are, on the date of
closing, no unsatisfied judgments, creditor's claims or tax liens involving
Seller, which would affect the title to the Property.
(G) Purchaser shall provide its own termite bond.
(H) Assignments of all Seller's interest in the following: (1) all
assignable licenses, and permits relating to the operation of the Property, (2)
the leases and rental agreements with tenants of the Property, (3) the existing
Property telephone number and (4) the business and trade name as set forth in
Par. 1.1.
(I) Assignments of all warranties and guarantees to the extent such are
still in effect and provide Purchaser with copies of all such warranties and
guarantees without limitation for all appliances, dishwashers, disposals,
refrigerators, heating and air conditioning units, washers and dryers.
(J) Evidence satisfactory to Purchaser that all water, sewer, gas,
electric, telephone, and drainage facilities and all other utilities required by
law or by the normal use and operation of the Property are and at the time of
closing will be installed to the property line, are and at the time of closing
will be connected pursuant to valid permits, and are and at the time of closing
adequate to service the Property and to permit full compliance with all
requirements of law and normal usage of the Property by the tenants thereof and
their licensees and invitees.
(K) Consent of the Seller's authorized officer to the sale of the
Property and any other approvals required under
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Seller's articles or by-laws, which may affect Seller's ability to convey
marketable title.
(L) Provide documents for the transfer of the telephone, electric,
water and sewer, and gas utilities, as may be required by the utility, for
execution at closing.
(M) Satisfactory evidence of the power and authority of Seller to enter
into and consummate this agreement, including but not limited to:
(i) An opinion of Seller's counsel, in a form satisfactory to
Purchaser, stating that:
(a) The individual(s) executing the deed and related documents
are duly authorized to do all such acts as are necessary to consummate this
sale, without further consent of any other party.
(b) That the partner or officer can bind the Partnership or
Corporation.
(N) Affidavit that Seller has no actual knowledge of the presence of
asbestos and/or any other hazardous material at the Property.
(O) Seller shall provide a satisfactory and valid written termination
of the management agreement executed by the existing management and rental agent
for the Property, without cost to the Purchaser.
(P) A notice letter to all the residents of the apartment complex as to
change of ownership in the form prepared by the Purchaser.
(Q) All such other documents as are normally transferred at settlement
in the jurisdiction in which the property is located or are reasonably requested
by Purchaser or its counsel.
(R) A representation letter as normally required by auditors for a
public company in the form attached hereto as Exhibit C.
7.3 Purchaser's Deliveries. At closing and contemporaneously with the
Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price, adjusted for
the prorations herein provided for in Articles II and IV.
(B) Execute and deliver an assumption of obligations under leases,
securities, any contracts which may be
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accepted by the Purchaser and any other obligations specifically set forth
herein.
(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been duly authorized, executed and delivered
by the Purchaser and is a valid and binding agreement of Purchaser, and
(ii) Purchaser has complete unrestricted power to buy the Property
from the Seller and to execute any documents required to effectuate the
transfer.
ARTICLE VIII
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Representations of the Parties. Seller warrants (which warranties shall
not survive settlement for more than ninety (90) days unless designated to the
contrary) that as of the date of closing hereof;
(A) That Seller, is the owner in fee simple of the Property and has the
power to convey same upon the express approval of the bankruptcy court.
(B) That Seller is not subject to any other agreements or arrangements,
with the exception of those contained in any existing mortgage documents or in
the Seller's pending bankruptcy proceeding which would prevent Seller from
selling the Property to Purchaser.
(C) All necessary action has been taken by Seller to authorize the
execution of this Agreement and the performance of the obligations contemplated
hereunder, which are not excluded elsewhere in existing mortgage documents.
(D) Seller has no actual knowledge and has not been advised in writing
that it is in default under any lease, rental agreement service or equipment
contract, or mortgage or other encumbrances relating to the Property except as
affected by the bankruptcy.
(E) Seller has no actual knowledge of any patent or latent defect in
the Property or any part thereof.
(F) Seller has no actual knowledge of any existing or threatened
litigation which relates to or which would affect the Property.
(G) The Property abuts on and has direct vehicular access to a public
road.
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(H) All building and other improvements at the Property are located
entirely within the boundary lines of the Property.
(I) Seller has no actual knowledge that any part of the Property or the
operation of the Property, is in violation or may violate any governmental
statute, regulation, ordinance or building code or of any private restriction,
that any governmental authority requires any work to be done on or affecting the
Property, or that any governmental authority has expressed an intent to condemn
or to make special improvements for the benefit of the Property or any part
thereof.
(J) That to the best knowledge of the Seller, the drainage within the
project is satisfactory and complies in all respects with all government
regulation.
(K) That Seller is not a "foreign person" within the meaning of the
Internal Revenue Code of 1954, as amended (the "Code"), and that Seller will
furnish to Purchaser prior to closing an affidavit in form satisfactory to
Purchaser confirming the same.
(L) That to the best of Seller's actual knowledge, the Property was
never utilized as a disposal site for hazardous waste products and will furnish
to Purchaser an affidavit confirming same.
(M) Seller covenants and agrees that, between this date and the date of
closing, Seller shall continue to maintain, operate and manage the Property in a
manner consistent with its prior practices, making every reasonable effort to do
nothing which might damage the reputation of the Property or the relationships
with the tenants. Seller shall not permit the modification, extension or
cancellation of any tenant lease (except in accordance with the terms of such
lease) or any dealing with any tenant other than the ordinary course of managing
the Property, without the prior written consent of Purchaser. If the leases of
any tenants expire before thirty (30) days after the date of closing, Seller
shall, up to the date of closing and without cost to the Purchaser, continue its
normal course of operation with respect to causing tenants to be obtained for
apartments which are unrented.
8.2 Continuation of Representations, Warranties and Covenants to the Date
of Closing. If each of the warranties set forth in this section does not remain
true up to and including the time of closing as to any material matters, this
Agreement, at Purchaser's election, shall be terminated, Seller shall return all
payments made by Purchaser, or Purchaser may elect to close the sale and waive
failure of the warranties.
8.2 (A) Breach of Representations, Warranties and Covenants.
Notwithstanding the provisions of 8.2 above, Seller
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shall indemnify Purchaser for all reasonable costs incurred as a result of the
failure of any of Seller's representations, warranties or covenants contained
herein to remain true as of the date of closing.
(B) Non-Recourse Agreement. Any and all warranties and representations
contained in this Agreement shall be deemed to have been made solely by the
Seller and not by any of its general or limited partners. Additionally, any and
all liability of individual partners under this Agreement shall be non-recourse
in nature. Purchaser expressly acknowledges that neither its general or limited
partners shall have any personal liability under this Agreement.
ARTICLE IX
CONDEMNATION; RISK OF LOSS
9.1 Property Damage. If, prior to closing, any part of the Property is
damaged by fire or other casualty, Seller shall repair such damage before the
date provided herein for closing. If such damage cannot be repaired by such
time, this Agreement may be canceled at the option of the Purchaser. In the
event of cancellation as aforesaid, this Agreement shall become null and void
and the parties shall be released and all payments made shall be returned.
Should Purchaser elect to carry out this Agreement despite such damage Seller
shall assign to Purchaser all insurance proceeds arising from such damage and
will compensate Purchaser for lost rent collections to the extent of insurance
proceeds received. Seller shall promptly notify Purchaser in writing upon the
occurrence of any such damage.
9.2 Condemnation. In the event of any actual or threatened taking, pursuant
to the power of eminent domain, all or any part thereof, or any actual or
proposed sale in lieu thereof, the Seller shall give written notice thereof to
the Purchaser promptly after Seller learns or receives notice thereof. Upon a
taking of a material part of the Property (any part of the building or more than
5% of the parking area), Purchaser may elect to either (a) terminate this
Agreement, in which event the Deposit shall be immediately returned to Purchaser
and all other rights and obligations of the parties hereunder shall terminate
immediately, or (b) to waive its right to terminate this Agreement and proceed
to closing, in which event all proceeds, awards and other payments arising out
of such condemnation or sale (actual or threatened) shall be paid to the
Purchaser at closing, if such payment has been received or Seller shall assign
to Purchaser the rights to such payments.
9.3 Risk of Loss. Prior to closing, all risks of loss or damage by every
casualty shall be borne by the Seller.
ARTICLE X
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BROKER'S COMMISSION
10.1 Commission. Seller agrees to pay a brokerage fee to PERCIVAL'S INC.
not to exceed Fifty Thousand ($50,000) Dollars, pursuant to a separate agreement
between Seller and Broker. Said brokerage fee shall be deemed earned if, and
only if, settlement occurs hereunder, and shall not be deemed earned even if
Purchaser and/or Seller wrongfully fail(s) to consummate the purchase and sale
herein contemplated. Purchaser shall not be obligated for any brokerage fees to
any broker, and Seller agrees to hold Purchaser harmless in connection with such
fees. Seller and Purchaser represent and warrant to each other that no other
brokerage fees are or shall be owing in connection with this transaction or in
any way with the Apartments and Seller and Purchaser hereby indemnify and hold
the other harmless from any and all claims of any other person so claiming.
ARTICLE XI
DEFAULT
11.1 Default Defined. Default for the purpose of this Agreement shall mean
any failure by Seller or Purchaser to fulfill all the terms, conditions and
covenants contained herein, however, it shall not be an event of default for
either party to exercise its rights to terminate this contract as contained in
other provisions herein.
11.2 Seller's Default. Upon Seller's default, the Purchaser, at it's
election, may either (1) require specific performance of Seller, or pursue its
other remedies at law or equity, (2) cancel this Agreement and obtain a prompt
return of the deposit, in which case this Agreement shall be terminated and the
parties released from all obligations hereunder, or (3) the Purchaser may waive
such defaults and proceed to settlement. Seller shall indemnify Purchaser for
any reasonable costs incurred by Purchaser if Purchaser elects to pursue its
option (1) noted above, to include reasonable attorney fees.
11.3 Purchaser's Default. Upon Purchaser's default, this Agreement shall be
terminated and both parties released from all obligations hereunder, and the
deposit shall be retained by the Seller as liquidated damages or in the
alternative the Purchaser shall have the same remedies as are available to the
Seller in Paragraph 11.2.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Entire Agreement. This Agreement sets forth the entire understanding
between the parties; it supersedes all previous agreements and representations
which are deemed merged herein and may not be modified except in writing.
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12.2 Assignment. Purchaser may assign this Agreement without the consent of
Seller.
12.3 Severability. If any provision, sentence, phrase or word of this
Agreement or the application thereof to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision,
sentence, phrase, or word to persons or circumstances, other than those as to
which it is held invalid, shall remain in full force and effect.
12.4 Binding Effect. The parties to the Agreement mutually agree that it
shall be binding upon and inure to the benefit of their respective heirs,
representatives, successors in interest and assigns.
12.5 Controlling Law. It is the intent of the parties hereto that all
questions with respect to the construction of this Agreement and the rights and
liabilities of the parties shall be determined in accordance with the provisions
of the laws of the State set forth in Par. 1.1
12.6 Counterparts. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required. It shall not be necessary that the
signature on behalf of both parties hereto appear in each counterpart hereof,
and it shall be sufficient that the signature on behalf of both parties hereto
appear on one or more such counterparts. All counterparts shall collectively
constitute a single contract.
12.7 Incorporation by Reference. All of the Exhibits referred to herein
and/or attached hereto shall be deemed to constitute a part of the Agreement.
12.8 Headings. The headings of the Articles and sections hereof are
inserted for convenience only and shall not be deemed to constitute a part of
the Agreement.
12.9 Construction of Contract. Each party hereto have reviewed and revised
(or requested revisions of) this Agreement, and therefore the normal rule of
construction that any ambiguities are to be resolved against a particular party
shall not be applicable in the construction and interpretation of this Contract
or any amendments or exhibits hereto.
ARTICLE XIII
NOTICE
13.1 Notice. All notices required or permitted to be given under this
Agreement shall be in writing and shall be sent or delivered to the address set
forth below (or such other address as may be hereafter specified in writing):
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To Seller: Longmeadow Apartments, Ltd.
c/o G. F. Marshall
16 E. Rowan Stree, Suite 402
Raleigh, NC 27609
With a copy to
Seller's Attorneys: James L. Bagwell, Esq.
Rayburn, Moon & Smith, P.A.
227 West Trade Street, Suite 1200
Charlotte, NC 28202
To Purchaser: S. J. Olander
Cornerstone Realty Group, Inc.
306 E. Main Street
Richmond, VA 23219
With a copy to
Purchaser's Attorneys: Harry S. Taubenfeld, Esq.
Zuckerbrod & Taubenfeld
575 Chestnut St., P.O. Box 488
Cedarhurst, NY 11516
and
Alison R. Cayton, Esq.
Manning Fulton & Skinner
3605 Glenwood Ave., POB 20389
Raleigh, NC 27619-0389
13.2 Delivery of Notice. Notices sent either by Registered or Certified
Mail, Return Receipt Requested, or by overnight express mail shall be deemed
given when deposited in the United States Mail, postage prepaid, or delivered to
a reliable overnight courier. Notices sent in any other manner shall be deemed
given only when actually delivered at the specified address.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement
to be executed this day and date first written above.
SELLER:
LONGMEADOW APARTMENTS, LTD.
By: _______________________
Its: ______________________
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ S. J. OLANDER
Its: Senior Vice President
______________________
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