Contract
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1 PURCHASE AND SALE AGREEMENT 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of August , 202 by and between LODGING PARTNERS, LLC, a Delaware limited liability company (“Seller”), and XXXXXXXX 41 MARYLAND, LLC, a Delaware limited liability company (“Purchaser”; together with Seller, the “Parties”). The “Effective Date” of this Agreement shall be the date this Agreement is signed by the last of the parties as shown in the signature section hereof. RECITALS R-1. Seller is the fee simple owner of certain real property commonly known as 00 Xxxxxxxx Xxxxxx in the City of Rockville, Montgomery County, Maryland, having the Montgomery County Tax Identification No. 03198603/District 04 and being further described on Exhibit A. R-2. Purchaser desires to purchase the Property and to develop and construct thereon 117 multifamily dwelling units (the “Project”) in accordance with the terms and conditions hereof, and Seller desires to sell the Property in accordance with the terms and conditions hereof. NOW THEREFORE in consideration of the mutual promises of the Parties and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. Purchase and Sale; Legal Description of Land a. Seller agrees to sell the Property to Purchaser, and Xxxxxxxxx agrees to purchase the Property from Seller, all in accordance with the terms and conditions of this Agreement. b. The term “Property” means (i) the land more particularly described in Exhibit A attached to this Agreement and incorporated by reference (the “Land”); (ii) all Seller- owned improvements situated on the Land, if any; (iii) all easements, covenants strips, gores, rights-of-way and privileges appurtenant to the Land and any land lying in the bed of any street, road, avenue or alley adjoining such Land to which Seller has rights. 2. Deposit. a. Within five (5) Business Days (hereinafter defined) of the Effective Date, Purchaser shall deliver the sum of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (together with any interest earned thereon, the “Initial Deposit”), by wire transfer of immediately available funds, to Xxxxxxx Title and Escrow Inc. (“Escrow Agent”), to be held in escrow by Xxxxxx Agent pending Closing (hereinafter defined) hereunder. b. Unless this Agreement is terminated pursuant to the provisions of Sections 3 or 5, Purchaser shall, within five (5) Business Days after the end of the Study Period (hereinafter defined), deliver the additional sum of Twenty-Five Thousand and No/100 Dollars ($25,000.00) Exhibit 10.25
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4 exception). Purchaser may, within two (2) days after the deadline for issuance of the supplement to the Title Response, (i) waive such title exceptions and proceed to Closing with no adjustment in the Purchase Price, or (ii) terminate this Agreement, in which case the Deposit shall be returned to Purchaser (failing which Purchaser shall be deemed to have terminated this Agreement). 6. Representations and, Warranties and Covenants. a. Seller’s Representations, Warranties and Covenants. Seller makes the following representations, warranties and covenants to Purchaser as of the Effective Date and the Closing Date: i. The performance by Seller of its obligations hereunder does not and will not violate any law. ii. Seller is duly organized under the laws of the State of Delaware, is validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in and in good standing under the laws of the State of Maryland. iii. The execution and delivery of this Agreement, and all documents and instruments related to this Agreement, by the officer(s) of Seller executing and delivering the same, have been duly authorized by all requisite corporate action on the part of Seller, and upon such execution and delivery this Agreement and such other documents will constitute valid and binding obligations of Seller. iv. Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale transaction contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Seller is a party or by which Seller is bound. v. Other than the occupancy by Seller, all of the Property is vacant and free of leases, tenancies, licenses, or other rights of present or future occupancy or use, written or verbal, for any portion of the Property. From and after the Effective Date, no lease, tenancy, agreement or other arrangement will be entered into with respect to the Property without the prior written consent of Purchaser. Seller shall deliver actual possession of the Property to Purchaser at Closing. vi. Seller has not received written notice of any violations of laws or municipal ordinances, orders or requirements noted or issued by any governmental department or authority having jurisdiction over or affecting the Property or any portion thereof that have not been cured, nor does Seller have any Knowledge (hereinafter defined) of any such violations. As used herein, “Knowledge” shall mean the actual knowledge of Xxxxxxxx X. Xxxxxx and Xxxx Xxxxxxxxx, without investigation. vii. During the period of Seller's ownership of the Property only, Seller never utilized, and to Seller’s Knowledge, at no other time has the Property or any portion thereof been used for landfill, dumping or other waste disposal activities or operations; storage of raw materials, or products or wastes of toxic or hazardous nature; and to Seller’s Knowledge, no such
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5 hazardous materials or raw materials of a toxic or hazardous nature presently exist on the Property. Seller has received no written notice from any governmental authority of any violation at the Land of laws relating to Hazardous Materials, which violations remain uncured in any material respect, except as otherwise disclosed in writing to Purchaser. As used herein, all references to “Hazardous Materials”) shall mean all hazardous materials and raw materials, products or wastes of a toxic or hazardous nature shall mean and refer to hazardous waste as that term is defined in the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et. seq.) the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et. seq.), or under any other federal, state or local law, ordinance, statute, rule or regulation, including (without limitation) any asbestos or asbestos-related products and any oils or pesticides. viii. To the best of Seller’s Knowledge, none of the Property is subject to any option to purchase or right of first refusal, recorded or unrecorded. ix. No Bankruptcy/Dissolution events have been done by Seller, or against or with respect to Seller. For purposes of this Agreement, "Bankruptcy/Dissolution Events" shall be defined as (i) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law, (ii) the employment of a trustee or receiver of any Property interest of Seller, (iii) an assignment for the benefit of creditors, (iv) an attachment, execution or other judicial seizure of a substantial Property interest of Seller, or (v) a dissolution or liquidation of Seller. x. To the best of Seller's Knowledge, there is no pending condemnation or similar proceeding affecting the Property or any part thereof, nor has the same been threatened in writing. xi. To the best of Seller’s Knowledge, there are no legal actions, suits, zoning or rezoning actions, or other legal or administrative proceedings pending or threatened in writing against Seller or the Property which affect the Property or Seller’s ability to consummate the transactions provided for in this Agreement. xii. Seller is not a party to any contracts, agreements, covenants or similar agreements with respect to the Property which would affect the development of the Project or ownership or operation of the Property which survive Closing hereunder, nor does Seller have any Knowledge of any such contracts, agreements, or similar agreements with respect to the Property, other than matters recorded among the land records at the time of Purchaser's title search or matters that have been disclosed to Purchaser in writing. b. Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that: i. The performance of Purchaser hereunder does not and will not violate any law. ii. Purchaser is duly organized under the laws of the State of Delaware, is validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in and in good standing under the laws of the State of Maryland.
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10 Agreement. 13. Notices. a. All notices, demands, or other communications between the Parties (“Notice”) must be in writing. Notices must be given by (i) personal delivery or (ii) a nationally- recognized, next-day courier service, addressed as follows: If to Seller: Lodging Partners, LLC 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000-1009 Attention: Xxxxxxxx X. Xxxxxx xxxxx@xxxxxxxxxxxx.xxx With a copy to: Xxxxx, Early & Xxxxxx, Chtd. 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx, Esq. xxxxxx@xxxxxxxxxx.xxx If to Purchaser: Xxxxxxxx 41 Maryland, LLC 0000 Xxxxxx Xxxxx Xxxxx 00xx Xxxxx Xxxxxx, XX 00000 Attention: CEO Xxxxxxxxx@xxxxxxxx.xxx With a copy to: 1900 Reston Metro Plaza 10th Floor Reston, VA 20190 Attention: General Counsel xxxxxxxxx@xxxxxxxx.xxx If to Escrow Agent: Xxxxxxx Title and Escrow, Inc. 00000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxxx, SVP
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12 A. Escrow Agent receives a letter, signed by both Seller and Purchaser, setting forth agreed instructions for the release of the Deposit, in which case Escrow Agent will release Deposit in accordance with such terms; B. Escrow Agent receives a copy of an order or judgment from a court of competent jurisdiction setting forth the manner in which the Deposit is to be released, in which case Escrow Agent will comply with such order or judgment; or C. Escrow Agent elects to interplead the Deposit into the Circuit Court of Montgomery County, Maryland. d. The duties of Escrow Agent are only as specifically described in this Agreement and are purely ministerial in nature. As long as Escrow Agent has complied with the terms of this Agreement and acted in good faith, Escrow Agent shall incur no liability whatsoever, except for its willful misconduct or gross negligence. e. In the performance of its duties, Escrow Agent (i) shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either or both of the parties or their successors, and (ii) may assume that any person purporting to give any notice of instructions in accordance with the provisions of this Agreement has been duly authorized to do so. 16. Miscellaneous. a. Assignment. Purchaser may assign this Agreement to an affiliate of Purchaser without Seller’s consent. An “affiliate” of Purchaser means any person or entity which directly or indirectly controls, is controlled by or is under common control with Purchaser, or any person or entity resulting from a merger or consolidation with Purchaser. b. Entire Agreement, Waiver, Modification. This Agreement, together with the attached Exhibits, all of which are incorporated into this Agreement by reference, is the entire agreement between the parties. No waiver of any breach of this Agreement will be deemed a waiver of any preceding or succeeding breach under this Agreement or any other agreement. No extension of time for the performance of any obligation or act will be deemed an extension of time for the performance of any other obligation or act. The terms of this Agreement may be amended or otherwise modified only by a written instrument duly executed by the Parties. c. Governing Law and Venue. This Agreement and any dispute, controversy or proceeding arising out of or relating to this Agreement (whether in contract, tort, common or statutory law, equity or otherwise) will be governed by Maryland law, without regard to conflict of law principles of Maryland or of any other jurisdiction that would result in the application of laws of any jurisdiction other than those of Maryland. All claims and litigation arising out of or related to this Agreement must be brought and resolved in the courts of the State of Maryland located in the County of Xxxxxxxxxx, Maryland or U.S. District Court for the District of Maryland, Southern Division. d. Headings. The captions of this Agreement are for reference only and do not describe the intent of this Agreement or otherwise alter the terms of this Agreement.
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16 PURCHASER: XXXXXXXX 41 MARYLAND, LLC, a Delaware limited liability company By: CP Management Services, LC, its Manager By: ______________________________ Name: Xxxxxxxxxxx Xxxxxxxx Title: Manager Date:
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17 The undersigned has executed this Agreement solely to acknowledge that it is acting as Escrow Agent in accordance with the terms and conditions of this Agreement. ESCROW AGENT: XXXXXXX TILE AND ESCROW, INC. By: ______________________________ Name: Title: Date:
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EXHIBIT A Description of the Property