PURCHASE CONTRACT
THIS AGREEMENT made and entered into this 30th day of April 1997,
between CORNERSTONE REALTY GROUP INC. or its nominee, (hereinafter called
"Purchaser") and GWINNETT I LIMITED PARTNERSHIP, a Georgia limited partnership,
(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 CARLYLE CLUB APARTMENTS
located in GWINNETT COUNTY, GA, with all buildings and improvements located
thereon, as more particularly described in the attached legal description in
EXHIBIT A including, but not limited to 243 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 and set forth on 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 ELEVEN MILLION
FIVE HUNDRED EIGHTY THOUSAND ($11,580,000) DOLLARS as evidenced by cash or cash
equivalent at closing.
2.2 Deposit. ONE HUNDRED THOUSAND ($100,000) DOLLARS 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 Chicago Title Insurance Corporation or
its authorized agent as an earnest money deposit which may be credited against
the purchase price or applied as per Article XI below.
ARTICLE III
TITLE MATTERS
3.1 Marketable Title. Seller, shall convey good and marketable title by
Limited Warranty Deed, subject only to general taxes for the current year not
yet due and payable, the matters set forth on EXHIBIT C hereto, and utility
easements
which do not interfere with the present use of the Property.
(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.
3.2 Title Defects; Election to Cure. Seller shall furnish to Purchaser a
commitment for Title Insurance, (the commitment). 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 fifteen (15) days, but
in no event later than the expiration of the Inspection Period 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, but Purchaser shall be
directly responsible for and pay the cost of the aforesaid Survey.
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. In the event Purchaser does not elect to
terminate, its only other option is to acquire the Property subject to such
defects.
ARTICLE IV
PRORATIONS
4.1 Income and Expense Allocations. The following shall be prorated, on
a calendar-month basis, to the day of the closing: rents and other income from
the Property; operating expenses (on such service contracts and other
obligations as Purchaser may agree to assume); 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 and Survey. Seller shall pay any
prepayment penalty charged by the holders of any existing notes. Purchaser shall
pay all costs of investigation of the Property.
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
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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 Conoessions. If Seller has committed to give any future
monetary concessions to tenants under existing leases to which Purchaser would
become liable, then Seller shall pay to Purchaser said amount in a lump sum at
closing. There are no rent schedules other than the schedule of rents shown on
the rent roll and no incentives have been given for renewals.
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 CL0SING
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, satisfactory to Purchaser in its sole discretion, 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 fifteen
(15) days in which to review the reports set forth herein and exercise its right
to reject the Property based thereon prior to the expiration of the Inspection
Period or the right hereunder shall be deemed waived.
(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
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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) 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 thirty (30) days from the date
of 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
thirty (30) 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 to the extent in the
possession of Seller: 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;
all insurance policies applicable to the Property to include loss runs for the
last two (2) 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 (if prepared by and/or relied upon Seller)
and complete to the best of its knowledge and belief.
6.2.2 Inspection of Books and Records: Access. Upon execution of the
Agreement, Purchaser, its employees, agents and contractors shall have 30 days
(the "Inspection Period") to enter upon the Property, upon 24-hour notice to
Seller who may accompany Purchaser, subject to the rights of the tenants during
normal business hours for the purpose of making physical inspections
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thereof, including but not limited to roofs, heating, cooling, electrical and
plumbing systems, swimming pool, appliances, and structural elements of the
buildings. Purchaser shall also be permitted to review all original leases,
expense records for the previous two (2) calendar years, tenant cards and
occupancy data available. 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. 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 (less One Hundred
($100) Dollars which shall be paid to Seller as consideration for the Inspection
Period) shall be returned to Purchaser.
6.2.4 Termination of Inspection Period. Notwithstanding anything to the
contrary set forth herein, the Inspection Period shall expire on May 3, 1997 or
such other date as the parties may agree in writing.
6.2.5 "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, which were vacated at least ten (10) days before closing, 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.
6.2.6 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 ordinary wear and tear excepted. If Seller fails to make reasonable
efforts to conserve 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.
6.2.7 Indemnification. Purchaser agrees to indemnify and hold Seller
harmless from any damages, costs and liability
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arising from Purchasers inspection of the Property.
ARTICLE VII
CLOSING
7.1 Closing. Closing will be held on or about May 17, 1997, 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 Limited 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 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 and cleaning deposits made by such tenants.
Seller will give the tenants the required notice of such transfer in compliance
with the laws of GEORGIA.
(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) An affidavit of Seller that to the best of its information
and belief there are, on the date of closing, no unsatisfied judgments,
creditor's claims, tax liens, or pending bankruptcies involving Seller.
(G) Seller shall provide, a certificate from a licensed
extermination contractor, who is regularly engaged in the business of pest
control, that all buildings are free from any current termite or other
wood-boring insect infestation. Said certificate shall be dated within 90 days
of closing, bearing the Contractor's name, contractors license number, the
signature of the party authorized to sign for the Contractor and the date of the
inspection. Should damage exist, Seller may proceed to have any corrective work
completed prior to closing and if Seller does not proceed, Purchaser, at its
option, may either proceed to settlement and have such sums required for repairs
deducted from Seller's
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proceeds, or may in its sole discretion terminate this Agreement. Seller shall
promptly return Purchaser's deposit upon such termination.
(H) Assignments of all Seller's interest in the following: (l)
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 assignable 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) Consent of the Seller's authorized officer to the sale of
the Property and any other approvals required under Seller's articles or
by-laws, which may affect Seller's ability to convey marketable title.
(K) Provide documents for the transfer of the telephone for
execution at closing.
(L) Provide the applicable title company satisfactory evidence
of the power and authority of Seller to enter into and consummate this
agreement.
(M) Affidavit that Seller has no actual knowledge of the
presence of asbestos and/or any other hazardous material at the Property, other
than as set forth in the environmental given to Purchaser by Seller.
(N) 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.
(O) A notice letter to all the residents of the apartment
complex as to change of ownership in the form prepared by the Purchaser.
(P) 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.
(Q) A representation letter as normally required by auditors for
a public company in the form attached hereto as EXHIBIT D. This clause shall
survive closing for one year.
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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 Article IV.
(B) Execute and deliver an assumption of obligations under
leases, securities, any contracts which may be accepted by the Purchaser and any
other obligations specifically set forth herein.
Purchaser that:
(C) Deliver to the Seller a resolution of the
(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 and authorizing the officer who signs any documents at closing to
sign same.
ARTICLE VIII
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Representations of the Parties. Seller warrants (which warranties
shall not survive settlement 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.
(B) That Seller is not subject to any other agreements or
arrangements, with the exception of those contained in any existing mortgage
documents which would prevent Seller from selling the Property to Purchaser.
This warranty shall survive for one year following closing.
(C) Subject to obtaining the consent of a majority of the
limited partners of Seller, 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. If Seller does not provide evidence of such consent to Purchaser on
or before fifteen (15) days after the execution of this Agreement, the Purchaser
may terminate this Agreement. This warranty "hall survive for one year following
closing.
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(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.
This warranty shall survive for one year the following closing.
(E) Seller has received no written notice of any patent or
latent defect in the Property or any part thereof. This warranty shall survive
for one year following closing.
(F) Seller has no actual knowledge of any existing or threatened
pending litigation which relates to or which would affect the Property. This
warranty shall survive for one year following closing.
(G) The Property abuts on and has direct vehicular access to a
public road.
(H) All building and other improvements at the Property are
located entirely within the boundary lines of the Property.
(I) Seller has received no written notice 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. This warranty shall survive for one year following
closing.
(J) 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.
(X) That to the best of Seller's knowledge, the Property was
never utilized as a disposal site for hazardous waste products and will furnish
to Purchaser an affidavit confirming same.
(L) 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
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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.
8.3 Breach of Representations, Warranties and Covenants. Notwithstanding
the provisions of 8.2 above, Seller shall indemnify Purchaser for all reasonable
costs (not to exceed $50,000) 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 caused by an act of Seller.
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 and the cost to repair is more than $250,000,
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 or should the
cost to repair be $250,000 or less, Seller shall assign to Purchaser all
insurance proceeds and any deductible arising from such damage and will
compensate Purchaser for lost rent collections to the extent of insurance
proceeds received by Seller for such loss of rents. 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)
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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, subject to Paragraph 9.1.
ARTICLE X
BROKER'S COMMISSION
10.1 Commission. Seller agrees to pay a brokerage fee to GABLES
RESIDENTIAL BROKERAGE SERVICES, pursuant to a separate agreement between Seller
and Brokers. 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 not to exceed $50,000, (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 and does obtain specific
performance, 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. Seller shall have
no other remedy
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against Purchaser in the event of Purchaser's default.
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.
12.2 Assignment At and in connection with closing, Purchaser may assign
this Agreement without the consent of Seller.
12.3 Lead Warning Statement. Every purchaser of any interest in
residential real property on which a residential dwelling was built prior to
1978 is notified that such property may present exposure to lead from lead-based
paint that may place young children at risk of developing lead poisoning. Lead
poisoning in young children may produce permanent neurological damage, including
disabilities, reduced intelligence quotient, behavioral problems, and impaired
memory. Lead poisoning also poses a particular risk to pregnant women. The
seller of any interest in residential real property is required to provide the
buyer with any information on lead-based paint hazards from risk assessments or
inspections in the seller's possession and notify the buyer of any known
lead-based paint hazards. A risk assessment or inspection for possible
lead-based paint hazards is recommended prior to purchase.
12.4 Seller has no knowledge of lead-based paint and/or lead-based paint
hazard in the housing.
12.5 Seller has no reports or records pertaining to lead-based paint
and/or lead-based paint hazards in the housing.
12.6 Purchaser is hereby granted a 10-day opportunity (or the length of
the Inspection Period, whichever is longer) to conduct a risk assessment or
inspection for the presence of leadbased paint and/or lead-based paint hazards.
12.7 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.
12.8 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.
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12.9 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.
12.10 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.
12.11 Incorporation by Reference. All of the Exhibits referred to herein
and/or attached hereto shall be deemed to constitute a part of the Agreement.
12.12 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.
12.13 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):
To Seller: GWINNETT I LIMITED PARTNERSHIP
(Prior to 4/28/97)
Suite 207
3301 Buckeye Road
Atlanta, GA 30341
Fax: (770) 451-7996
(After 4/28/97)
266 Pardo North
5600 Roswell Road
Atlanta, GA 30342
Fax: (404) 255-9033
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With a copy to
Seller's Attorneys: Alexander W. Suto, Esq.
Hunton & Williams
Suite 1400 NationsBank Plaza
600 Peachtree Street, N.E.
Atlanta, GA 30308
Fax: (404) 888-4190
Phone: (404) 888-4000
To Purchaser: Mr. Gus Remppies
Cornerstone Realty Group, Inc.
306 E. Main Street
Richmond, VA 23219
Fax: (804) 782-9302
With a copy to
Purchaser's Attorneys: Harry S. Taubenfeld, Esq.
Zuckerbrod & Taubenfeld
575Chestnut St.,
P.O. Box 488
Cedarhurst, NY 11516
Fax: (516) 374-3490
Phone: (516) 374-3133
-and-
Michael W. Tighe, Esq.
Callison, Tighe Robinson & Anastasion
1812 Lincoln Street
Columbia, SC 29201
Fax: (803) 256-6431
Phone: (803) 256-2371
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, delivered to a
reliable overnight courier or by facsimile transmission. Notices sent in any
other manner shall be deemed given only when actually delivered at the specified
address.
ARTICLE XIV
LIKE-KIND EXCHANGE
14.1 Section 1031 Exchange. Purchaser agrees to cooperate with Seller in
effecting a Section 1031 exchange, including executing documents required by the
exchange trustee or intermediary, provided, however, such cooperation shall be
at no cost or liability to Purchaser.
14.2 Hold Harmless. At closing, Seller will deliver to Purchaser an
agreement to hold the Purchaser harmless as
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to any claims as a result of the Like-Kind Exchange set forth in
paragraph 14.1.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed this day and date first written above.
SELLER:
GWINNETT I LIMITED PARTNERSHIP
BY: PINNACLE CARLYLE CLUB LIMITED PARTNERSHIP,
a Georgia limited partnership,
BY: CARLYLE CLUB, INC.
Its General Partner
By: /s/[Illegible]
-----------------------------
Its: President
___________________________
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ Stanley J. Olander, Jr.
---------------------------
Stanley J. Olander, Jr.
Its: S.V.P.
---------------------------
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