st. pl. 3
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this 28th day of October
1997, between CORNERSTONE REALTY GROUP, INC. or its nominee, (hereinafter called
"Purchaser") and STERLING APARTMENTS LLC, (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 STERLING PLACE
APARTMENTS located in RALEIGH, 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 136 individually heated and air
conditioned apartment units, with all appurtenances, together with all
appliances, drapes, carpeting, shrubbery and all other personal property
(excluding clubhouse and model furnishings, pictures and accessories. However,
Seller agrees to permit Purchaser to use such excluded property until November
19, 1997) 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 SEVEN
MILLION NINE HUNDRED THOUSAND ($7,900,000) DOLLARS as evidenced by cash or cash
equivalent at closing.
2.2 DEPOSIT. $100,000 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.
ARTICLE III
TITLE MATTERS
3.1 MARKETABLE TITLE. Seller, shall convey good and marketable
title by special warranty deed, subject to general taxes for the current year
not yet due and payable 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 evidence of a prior 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 ten (10) 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.
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, 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. 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.
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4.4 PRIOR LEASE CONCESSIONS. Seller represents that there are
no rent concessions which are not reflected in the actual rent collected as set
forth in the rent list attached hereto as EXHIBIT C.
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, 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
ten (10) days 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.
(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) 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
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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: 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 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 and complete to the
best of its knowledge and belief.
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 21 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, 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
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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 TERMINATION OF INSPECTION PERIOD. Notwithstanding
anything to the contrary set forth herein, the Inspection Period shall expire
twenty-one (21) days from the date of this Agreement or such other date as the
parties may agree to 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 have been vacant for five or more days 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. 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.
ARTICLE VII
CLOSING
7.1 CLOSING. closing will be held on or about fourteen (14)
days after the completion of the Inspection Period 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 Special 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 rental agreements in effect with
tenants of the Property shall be provided an site.
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(C) INTENTIONALLY OMITTED. There are no security deposits.
(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 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 shall proceed to have any corrective work completed
prior to closing or Purchaser, at its option, may either proceed to settlement
and have such sums required for repairs deducted from Seller's 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: (1)
all assignable licenses, and permits relating to the operation of the Property,
(2) the leases and rental agreements with tenants of the Property, and (3) the
existing Property telephone number. Purchaser acknowledges that Seller is
retaining all rights to the name "Sterling Place" or the company name "Grubb
Management" as well as logos, trademarks and signage associated with that name.
Purchaser agrees to change the name within thirty (30) days.
(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
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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 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 au thorized 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 as
approved and signed by Seller.
(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 D. This clause shall
survive closing for six months.
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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.
(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 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) 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. This warranty shall survive for one year following closing.
(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.
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(E) INTENTIONALLY OMITTED.
(F) Seller has no actual knowledge of any existing or
threatened litigation which relates to or which would affect the Property. This
warranty shall survive for one year following closing.
(G) The Property abuts an 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 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 knowledge, the Property was
never utilized as a disposal site for hazardous waste products and this
representation shall survive for a period of six months.
(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.
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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. (A)
Notwithstanding the provisions of 8.2 above, Seller 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) in the event that Purchaser shall breach any warranties,
it agrees to indemnify Seller for any reasonable costs and expenses that Seller
may have incurred.
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 to the extent of $50,000 or more,
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 his pro-rata
share as stated in 4.1 of 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
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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
BROKER'S COMMISSION
10.1 COMMISSION. Seller agrees to pay a brokerage fee to
BERKLEY CAPITOL ADVISORS, pursuant to separate agreement between the parties.
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.
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 (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. Seller shall indemnify Purchaser for any reasonable attorney's fees
at their normal hourly rate incurred by Purchaser if Purchaser elects to pursue
its option of specific performance noted above and if Purchaser prevails.
11.3 PURCHASERS 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 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
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herein and may not be modified except in writing.
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
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may be hereafter specified in writing):
To Seller; Sterling Apartments LLC
c/o Gordon Grubb, Esq.
11000 Regency Parkway, Suite 101
Cary, NC 27511
Fax: (919) 461-3939
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
575 Chestnut St., P.O. Box 488
Cedarhurst, NY 11516
Fax: (516) 374-3490
-and-
Ted Oliver, Esq.
Manning, Fulton & Skinner, P.A.
500 UCB Plaza
3605 Glenwood Avenue
Raleigh, NC 27612
Fax: (919) 781-0811
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 or by facsimile transmission. 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
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written above.
SELLER:
STERLING APARTMENTS LLC, by Grubb Properties, Inc., Manager
By: R. Gordon Grubb
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its: Vice President
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PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: S.J. Olander
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its: S.V. P
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