AGREEMENT FOR PURCHASE AND SALE
OF
PARTNERSHIP INTEREST
This Agreement for Purchase and Sale of Partnership Interest in Xxxxxxx
Villas Limited Partnership (this "Agreement") is entered into as of the date
written below by and among Landau, an Arkansas corporation ("Seller") and WNC &
Associates, Inc. ("WNC"). Seller and WNC hereinafter may be collectively
referred to as the "Parties" and hereinafter may be individually referred to as
a "Party".
RECITALS
WHEREAS, Seller is the limited partner of Bradley Villas Limited
Partnership, an Arkansas limited partnership. ("Bradley")
WHEREAS, Bradley owns a twenty (20) unit apartment complex in Bradley,
Arkansas ("Apartment Complex").
WHEREAS, Bradley was formed pursuant to a partnership agreement
("Partnership Agreement").
WHEREAS, WNC desires to purchase and Seller desires to sell all of
Seller's right, title and interest in and to Xxxxxxx Villas Limited Partnership
("Partnership Interest").
NOW THEREFORE, based on the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the Parties agree as follows:
1. Purchase and Sale of Partnership Interest. Subject to the terms and
conditions of this Agreement, WNC shall purchase from Seller and Seller shall
sell, assign, transfer and deliver to WNC, the Partnership Interest, effective
as of the close of business on April 1, 1998 (the "Closing"). At the Closing,
Seller shall deliver to WNC any and all documents reasonably requested by WNC to
evidence the transfer in ownership of the Partnership Interest and any other
documents reasonably related to the transactions contemplated by this Agreement.
2. Purchase Price. WNC shall pay $501,462 to Seller as the full purchase
price for the Partnership Interest, such payment to be made at Closing.
3. Representations and Warranties of the Seller. As an inducement to WNC to
execute and deliver this Agreement, Landau, an Arkansas corporation makes the
following representations and warranties, the correctness of each of which has
been and will be relied upon by WNC.
3.1 Record Ownership of the Partnership Interest. The Seller owns of record
the entire Partnership Interest, free and clear of any liens, claims,
encumbrances, security interests or the like.
3.2 Seller's Power. The Seller has the full power and authority under the
Partnership Agreement to enter into this Agreement and to carry out the
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transactions contemplated hereby, and all consents, approvals and authorizations
required to be obtained to enter into this Agreement and perform the
transactions contemplated by this Agreement have been obtained.
3.3 Effect of this Agreement on the Partnership Agreement and Existing
Contracts. Neither the execution nor the delivery of this Agreement by the
Seller, nor the consummation of the transactions contemplated hereby, will
violate the Partnership Agreement or, to the best knowledge of the Seller,
conflict with, violate or constitute an act of default under any agreement to
which the Seller is a party or to which any of its property (including record of
ownership of the Partnership Interest) is subject.
3.4 Litigation. There is no governmental or private litigation,
investigation or proceeding of any kind whatsoever pending or, to the Seller's
knowledge and belief, threatened with regard to the Seller's record ownership of
the Partnership Interest.
3.5 Binding Agreement. This Agreement represents a valid and binding
agreement upon the Seller, enforceable in accordance with its terms.
3.6 Reserves. Xxxxxxx'x reserve accounts are fully funded.
3.7 Financial Statement. Attached hereto as Exhibit "A" and incorporated
herein by this reference is the year-to-date financial statement and balance
sheet for Xxxxxxx dated as of _____________________ ("Financial Statement"). The
Financial Statement is true and correct and except as otherwise designated there
are no outstanding unpaid obligations, liens, claims or encumbrances.
3.8 Representations and Warranties as of the Closing. The representations
and warranties contained in paragraphs 3.1 through 3.7, above, shall continue to
be true and correct through and as of the Closing.
4. Partnership Distributions and Allocations Through the Closing. Seller
shall be entitled to receive from Xxxxxxx through the Closing any distributions
provided for in the Partnership Agreement, and the allocations of profits and
losses provided for in the Partnership Agreement subject to the approval of WNC.
5. Indemnification. Each Party who breaches any representation or warranty
contained in this Agreement shall indemnify, defend and hold harmless any other
Party to this Agreement and, if appropriate, such other Party's officers,
directors and employees from and against any loss, liability, claim, damage,
settlement or expense (including reasonable attorneys' fees and costs) arising
from or related to such breach. In order to be indemnified, defended and held
harmless, the party to be indemnified (the "Indemnitee") shall give written
notice to the party to provide such indemnification (the "Indemnitor")
describing the action for which indemnification is sought. The Indemnitor shall
have the right to assume the defense of such action, at its sole expense, with
counsel reasonably acceptable to the Indemnitee.
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6. Miscellaneous.
6.1 Performance of Necessary Acts. Each Party to this Agreement shall
perform any further acts and execute and deliver any documents that reasonably
may be necessary to carry out the purposes of this Agreement.
6.2 Entire Agreement. This Agreement is intended by the Parties hereto as a
final expression of their agreement and understanding with respect to the
subject matter hereof and as a complete and exclusive statement of the terms
thereof and supersedes any and all prior and contemporary agreements and
understandings.
6.3 Modification. This Agreement may not be modified or amended except by a
writing signed by the Parties hereto.
6.4 Waiver. The failure of any Party to this Agreement at any time to
require performance by any other Party of any provision of this Agreement shall
in no way affect the first Party's rights thereafter to enforce the same, nor
shall the waiver by any Party of any breach of any provision hereof be held to
be a waiver of any succeeding breach of any provision or a waiver of the
provision itself.
6.5 Severability. If any one or more provisions of this Agreement is
determined to be illegal or unenforceable, all other provisions of this
Agreement nevertheless shall be effective.
6.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
6.7 Headings. The headings of the several paragraphs of this Agreement are
included only for convenience of reference and are not intended to govern,
construe or modify any provision of this Agreement.
6.8 Applicable Law. This Agreement shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of California.
6.9 Applicable Forum; Dispute Resolution. Any litigation arising from or
relating to the subject matter hereof shall be brought only in the Superior
Court of the State of California for the County of Orange or the District Court
of the United States for the Central District of California, as the case may be,
and the Parties hereto express their consent to the jurisdiction of such courts
for the purpose of any such litigation.
6.10 Attorneys' Fees. In the event of any litigation or other proceeding
between the Parties to this Agreement to enforce any provision or right
hereunder, the nonprevailing party to such proceeding shall pay to the
prevailing party therein all costs and expenses, including, but not limited to,
reasonable attorneys' fees and costs.
6.11 Notices. All written notices, demands and requests of any kind which
either Party may be required or may desire to serve upon the other Party in
connection with this Agreement may be delivered by personal service or by mail.
Any such notice or demand delivered by mail shall be deposited in the United
States mail with postage prepaid, registered or certified, and addressed to the
Party to be served as follows:
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If to Seller, to: Landau, an Arkansas corporation
000 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
If to WNC, to: Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
6.12 Successors. This Agreement shall be binding on and inure to the
benefit of the respective successors, assigns and personal representatives of
the Parties.
6.13 Entire Agreement. This instrument contains the entire agreement of the
Parties relating to the rights granted and obligations assumed in this
Agreement. Any oral representations or modifications concerning this Agreement
shall be of no force or effect unless contained in a subsequent written
modification signed by the Party to be charged.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
April 1, 1998.
SELLER
Landau, an Arkansas corporation
By: ______________________________
Xxxxx X. Xxxxxx,
It's Authorized Agent
WNC & ASSOCIATES, INC.
By: ______________________________
Xxxxx X. Xxxxxx,
Senior Vice President
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EXHIBIT "A"
FINANCIAL STATEMENT
AND
BALANCE SHEET
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