________________________________________________________________________________
________________________________________________________________________________
CONTRIBUTION AGREEMENT
FOR
NWI OPERATING BUSINESS
BY AND BETWEEN
NWI WAREHOUSE GROUP, L.P.
AND
WEEKS REALTY, L.P.
DATED AS OF NOVEMBER 1, 1996
________________________________________________________________________________
________________________________________________________________________________
TABLE OF CONTENTS
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PAGE
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ARTICLE I CONTRIBUTION.................................................... 1
Section 1.01. Contribution of Assets................................. 1
Section 1.02. Excluded Assets........................................ 2
Section 1.03. Assumed Obligations.................................... 2
Section 1.04. Excluded Liabilities................................... 2
ARTICLE II CONSIDERATION.................................................. 3
Section 2.01. Consideration.......................................... 3
Section 2.02. The Closing............................................ 3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF NWI.......................... 4
Section 3.01. Organization; Authority................................ 4
Section 3.02. Due Authorization; Binding Agreement................... 4
Section 3.03. Governmental Consents.................................. 4
Section 3.04. Other Consents......................................... 4
Section 3.05. No Violation........................................... 4
Section 3.06. Compliance with Laws................................... 5
Section 3.07. Absence of Undisclosed Liabilities and Contractual
Obligations............................................ 5
Section 3.08. Contracts in Force..................................... 5
Section 3.09. Litigation............................................. 5
Section 3.10. Financial Status....................................... 5
Section 3.11. Taxes.................................................. 5
Section 3.12. Employee Benefits; Labor............................... 6
Section 3.13. Title to Assets........................................ 6
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WEEKS......................... 7
Section 4.01. Organization; Authority................................ 7
Section 4.02. Due Authorization; Binding Agreement................... 7
Section 4.03. No Violation........................................... 7
Section 4.04. Litigation............................................. 7
Section 4.05. Governmental Consents.................................. 7
Section 4.06. Other Consents......................................... 7
Section 4.07. Compliance with Laws................................... 8
Section 4.08. Absence of Undisclosed Liabilities and Contractual
Obligations............................................ 8
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PAGE
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Section 4.09. Financial Status....................................... 8
Section 4.10. Taxes.................................................. 8
ARTICLE V COVENANTS AND AGREEMENTS........................................ 8
Section 5.01. Further Assurances..................................... 8
Section 5.02. Employee Matters....................................... 8
ARTICLE VI COVENANTS AND AGREEMENTS....................................... 9
Section 6.01. Survival; Reliance..................................... 9
Section 6.02. Indemnification........................................ 9
ARTICLE VII MISCELLANEOUS................................................. 9
Section 7.01. Proration of Income and Expense........................ 9
Section 7.02. Fees and Expenses; Transfer Taxes...................... 9
Section 7.03. Notices................................................ 9
Section 7.04. Entire Agreement....................................... 10
Section 7.05. Waivers and Amendments................................. 10
Section 7.06. Governing Law.......................................... 10
Section 7.07. Binding Effect; Benefit................................ 10
Section 7.08. No Assignment.......................................... 11
Section 7.09. Counterparts........................................... 11
Section 7.10. Headings............................................... 11
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CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT (the "Agreement") dated as of November 1, 1996 (the
"Contribution Date"), by and between NWI Warehouse Group, L.P., a Tennessee
limited partnership ("NWI"), and Weeks Realty, L.P., a Georgia limited
partnership ("Weeks").
W I T N E S S E T H:
- - - - - - - - - -
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
ARTICLE I
CONTRIBUTION
Section 1.01. Contribution of Assets. NWI hereby contributes to the
----------------------
capital of Weeks, effective as of the Contribution Date, and Weeks hereby
accepts from NWI, effective as of the Contribution Date (the "Contribution"),
the right, title and interest in and to the real estate operating business of
NWI and the assets relating thereto (the "Operating Business"); it being the
intention of NWI to contribute and it being the intention of Weeks to accept and
receive the Operating Business and the assets relating thereto, and the assets,
properties, rights, contracts, claims, operations and management of the
Operating Business of every kind and description related to or necessary for the
ownership or operation of the Operating Business, wherever located, whether
tangible or intangible, real, personal, or mixed, whether or not appearing on
the books of NWI, that are owned or leased by NWI on the date hereof, free and
clear of all liens, but excluding the Excluded Assets. Without limiting the
generality of the foregoing, the Operating Business shall include the following:
(a) All office supplies, equipment, business machines, furniture,
fixtures, information systems, computers, and other tangible property;
(b) All revenue generating contracts, agreements and other
arrangements related to property management, asset management, development
and rehabilitation, brokerage activities (including sales, leasing and
financing), and other services related or ancillary thereto;
(c) All intangible property, including any permits and licenses; and
(d) All business books and records, including, without limitation,
all financial, operating, inventory, legal, personnel, payroll, and
customer records and all sales and
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promotional literature, correspondence, and files, which are directly
related to the assets being transferred pursuant to this Agreement and
pursuant to the agreements described in Section 1.02(a) hereof (except that
NWI shall have reasonable access to such information and records to the
extent necessary).
Section 1.02. Excluded Assets. Notwithstanding anything to the contrary
---------------
contained in Section 1.01 hereof, the parties to this Agreement expressly
understand and agree that NWI is not, pursuant to this Agreement, conveying or
contributing to Weeks the following assets, rights and properties (collectively,
the "Excluded Assets"):
(a) Those assets which are otherwise being conveyed to Weeks pursuant
to (i) the Contribution Agreement for Development Properties by and between
NWI and Weeks dated as of even date herewith; (ii) the Contribution
Agreement for the I-440 Land by and between NWI and Weeks dated as of even
date herewith; (iii) the Contribution Agreement for the Aspen Grove Land by
and between NWI and Weeks dated as of even date herewith; and (iv) the
Agreement of Merger by and between NWI Warehouse Group, LLC and Weeks dated
as of even date herewith;
(b) Organizational seals, minute books, ledgers or other books and
records pertaining to the organization, operation and capitalization of the
NWI Operating Business (except that Weeks shall have reasonable access to
such information and records relating to the Operating Business);
(c) Personal property identified on Schedule 1.02(c), attached
----------------
hereto;
(d) Trademarks, trade names, corporate names and logos owned by NWI
and any of its subsidiaries unrelated to the NWI Operating Business;
(e) Sales tax reports, tax returns, and certificates related to the
Operating Business (except that Weeks shall have reasonable access to such
information and records relating to the Operating Business);
(f) All other business books and records, including, without
limitation, all financial, operating, inventory, legal, personnel, payroll,
and customer records and all sales and promotional literature,
correspondence, and files which are not otherwise contained in Section
1.01(d) hereof (except that Weeks shall have reasonable access to such
information and records to the extent necessary);
(g) All life insurance policies, and any related proceeds therefrom,
issued on the life of Xxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxx, Xx., Xxxxx
Xxxxx, Xxxxx Xxxxx and Xxx Xxxxxxxx; and
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(h) That certain 1995 Ford truck with vehicle identification number
0XXXX00X0XXX00000.
Section 1.03. Assumed Obligations. Weeks hereby assumes, and agrees to
-------------------
pay, perform and discharge, those liabilities and obligations, and only those
liabilities and obligations, expressly identified on Schedule 1.03, attached
-------------
hereto (the "Assumed Obligations").
Section 1.04. Excluded Liabilities. Except for the Assumed Obligations,
--------------------
no obligation or liability of NWI, whether or not relating to or arising out of
the operation of the Operating Business, of any nature whatsoever (whether
expressed or implied, fixed or contingent, liquidated or unliquidated, known or
unknown, accrued, due or to become due), including without limitation, any
obligations or liability of NWI to any of its current or former employees, is
being assumed by Weeks, nor shall Weeks be liable to pay, perform or discharge
any such obligation or liability, nor shall any of property or assets being
contributed to Weeks pursuant hereto be subject to any such obligation or
liability. NWI shall pay, perform, and discharge all of the Excluded
Liabilities consistent with present practice.
ARTICLE II
CONSIDERATION
Section 2.01. Consideration. NWI is transferring and delivering the
-------------
Operating Business without additional consideration from Weeks. Each of NWI and
Weeks acknowledges that NWI is receiving adequate consideration (i.e., limited
partnership interests in Weeks (the "Units")) for its assets pursuant to those
agreements described in Section 1.02(a) hereof. Each of NWI and Weeks further
acknowledges that the consummation of this Agreement is and the consummation of
those transactions contemplated by the agreements described in Section 1.02(a)
shall be simultaneous.
Section 2.02. The Closing.
-----------
(a) The Contribution has occurred simultaneously with the execution
and delivery hereof and shall commence at 9:00 a.m., EST, on the
Contribution Date at the offices of Xxxxx, Donelson, Bearman & Xxxxxxxx,
Suite 0000 Xxxxx Xxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000,
or at such other place as may be agreed by NWI and Weeks (the "Closing").
(b) At the Closing, NWI has executed and delivered to Weeks the
following:
(i) Assignments, bills of sale or other documents or
instruments of transfer, in form and substance reasonably acceptable
to Weeks, to transfer to Weeks all tangible and intangible property
included in the Operating Business; and
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(ii) Such other instruments or documents, in form and substance
reasonably acceptable to Weeks, as may be necessary to effect the
Closing or evidence the Contribution.
(c) At the Closing, Weeks has entered into the Transaction Documents
(as defined in the First Amendment (the "First Amendment") dated as of even
date herewith to the Second Amended and Restated Agreement of Limited
Partnership Agreement of Weeks dated as of October 30, 1996) and delivered
such other instruments and documents, in form and substance reasonably
acceptable to NWI, as may be necessary to effect the Closing or evidence
the Contribution.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NWI
Section 3.01. Organization; Authority. NWI is a limited partnership duly
-----------------------
formed, validly existing and in good standing under the laws of the State of
Tennessee and has all the necessary power and authority to enter into and
perform its obligations under this Agreement. NWI X, L.P., is the sole general
partner of NWI and is a limited partnership duly formed, validly existing and in
good standing under the laws of the State of Tennessee and has all the necessary
power and authority, in its capacity as the sole general partner of NWI, to
enter into and perform its obligations under this Agreement. Xxxx X. Xxxxxx,
Xx. and Xxxxxx X. Xxxxxxx, Xx. are the sole general partners of NWI X, L.P.
Section 3.02. Due Authorization; Binding Agreement. The execution,
------------------------------------
delivery and performance of this Agreement by NWI has been duly and validly
authorized by all necessary action of NWI. This Agreement has been duly
executed and delivered by NWI and constitutes a legal, valid and binding
obligation of NWI, enforceable against NWI in accordance with the terms hereof
(except as enforcement may be limited by bankruptcy, insolvency or other laws
affecting enforcement of creditors' rights generally and general equity
principles).
Section 3.03. Governmental Consents. Except as has been obtained or is
---------------------
being effected as part of the consummation of the transactions contemplated by
this Agreement, no consent, waiver, approval or authorization of, or filing,
registration or qualification with, or notice to, any governmental unit or any
other regulatory body is required to be made, obtained or given by NWI in
connection with the execution, delivery and performance of this Agreement.
Section 3.04. Other Consents. Except for waivers and consents that have
--------------
been obtained prior to the date hereof, and except as would not have a material
adverse effect on the Operating Business, no consent of any party to any
agreement, contract, mortgage, indenture, lease, reciprocal easement or
operating agreement or other arrangement, to which NWI is a party, or, by which
NWI
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is bound, is required in connection with the execution, delivery or performance
by NWI of this Agreement or the consummation of the transactions provided for
herein.
Section 3.05. No Violation. Except for waivers and consents that have
------------
been obtained prior to the date hereof, none of the execution, delivery and
performance of this Agreement by NWI does or will, with or without the giving of
notice, lapse of time or both, (i) violate, conflict with or constitute a
default under any term or condition of (A) the organizational documents of NWI,
or (B) any term or provision of any judgment, decree, order, statute,
injunction, rule or regulation of a governmental unit applicable to NWI or any
agreement, contract, mortgage, indenture, lease, reciprocal easement or
operating agreement or other arrangement to which NWI is a party or by which it
is bound or to which any of its assets is subject, except in the case where
appropriate waivers and consents have been obtained prior to the date hereof,
and except as would not have a material adverse effect on the Operating
Business, or (ii) result in the creation of any lien or other encumbrance upon
the Operating Business, except as may be contemplated by this Agreement, and
except as would not have a material adverse effect on the Operating Business.
Section 3.06. Compliance with Laws. NWI has complied with all laws
--------------------
applicable to the conduct of the business of NWI and to the ownership, use and
operation of the Operating Business and has obtained all licenses and permits
required for the conduct thereof, except where the failure to so comply or
obtain will not have a material adverse effect on the Operating Business. To
NWI's knowledge, such licenses and permits are in full force and effect, NWI has
not taken any action that would (or failed to take any action the omission of
which would) result in the revocation of such licenses or permits, and NWI has
not received any notice of violation from any federal, state or municipal entity
or written notice of an intention by any such government entity to revoke any
certificate of occupancy or other certificate, license or permit issued by it in
connection with the Operating Business, that in each case has not been cured or
otherwise resolved to the satisfaction of such government entity, except where
such failure or such action will not have a material adverse effect on the
Operating Business.
Section 3.07. Absence of Undisclosed Liabilities and Contractual
--------------------------------------------------
Obligations. The consummation of the transactions effected hereby will not
-----------
subject Weeks or any of its assets, including, without limitation, those
contributed pursuant hereto, to any liability or obligation whatsoever, except
for the Assumed Obligations.
Section 3.08. Contracts in Force. Each of the agreements related to the
------------------
Operating Business are valid and binding and in full force and effect,
enforceable against the parties thereto in accordance with its terms (except as
enforcement may be limited by bankruptcy, insolvency or other laws affecting
enforcement of creditors' rights generally and general equitable principles). To
NWI's knowledge, no other party to any of the contracts being transferred
pursuant to this Agreement is in default under such contract in any material
respect. The contracts being transferred pursuant to this Agreement constitute
all of the agreements which are related to the Operating Business.
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Section 3.09. Litigation. There are no claims, actions, suits,
----------
proceedings or investigations pending, or, to NWI's knowledge, threatened,
before any court, governmental unit, agency, arbitrator, or other forum or
tribunal with respect to the Operating Business (including, without limitation,
by any current or former employee of NWI).
Section 3.10. Financial Status. NWI is solvent, has not made a general
----------------
assignment for the benefit of its creditors, and has not admitted in writing its
inability to pay its debts as they become due, nor has NWI filed, nor does it
contemplate the filing of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or any other proceeding for the relief of
debtors in general, nor has any such proceeding been instituted by or against
NWI, nor is any such proceeding to NWI's knowledge threatened or contemplated.
Section 3.11. Taxes. NWI has filed in a timely manner all tax returns
-----
required to be filed by it or on its behalf. All such tax returns are true,
correct and complete in all material respects, and taxes due with respect to
such tax returns have been timely paid in full.
Section 3.12. Employee Benefits.
-----------------
(a) Definition of Benefit Plans. For purposes of this Section 3.12,
---------------------------
the term "Benefit Plan" means any plan, program, arrangement, fund, policy,
practice or contract which, through which or under which NWI provides
benefits or compensation to or on behalf of employees or former employees
of NWI, whether formal or informal, and whether written or not written.
(b) Documentation. NWI has made available to Weeks a true and
-------------
complete copy of the all documents relating to any such Benefit Plan.
(c) Compliance; Legal Actions. Each Benefit Plan maintained by NWI
-------------------------
has been maintained, by its terms and in operation, in all material
respects in accordance with all applicable laws. There are no actions,
audits, suits or claims known to NWI which are pending or, to the knowledge
of the NWI, threatened against any Benefit Plan or against the assets of
any of the Benefit Plans.
(d) Funding. NWI has made full and timely payment of all amounts
-------
required to be contributed under the terms of each Benefit Plan and
applicable law or required to be paid as expenses under such Benefit Plan,
and no excise taxes are assessable as a result of any nondeductible or
other contributions made or not made to a Benefit Plan. The assets of all
Benefit Plans which are required under applicable laws to be held in trust
are in fact held in trust, and the assets of each such Benefit Plan equal
or exceed the liabilities of each such plan. The liabilities of each other
plan are in all material respects properly and accurately reported on the
financial statements and records of NWI. NWI does not owe any deferred
compensation or commission to any person as of the Contribution Date.
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(e) Liabilities. NWI is not subject to any material liability, tax
-----------
or penalty whatsoever with respect to any Benefit Plan.
Section 3.13. Title to Assets. NWI is the sole owner of and holds good,
---------------
valid and marketable title to all of the assets being transferred to Weeks
pursuant to this Agreement, free and clear of any and all claims, lines,
pledges, security interests, and other encumbrances of any kind.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WEEKS
Section 4.01. Organization; Authority. Weeks is a limited partnership
-----------------------
duly formed, validly existing and in good standing under the laws of the State
of Georgia and has all the necessary power and authority to enter into and
perform its obligations under this Agreement.
Section 4.02. Due Authorization; Binding Agreement. The execution,
------------------------------------
delivery and performance of this Agreement by Weeks has been duly and validly
authorized by all necessary action of Weeks. This Agreement has been duly
executed and delivered by Weeks and constitutes a legal, valid and binding
obligation of Weeks, enforceable against Weeks in accordance with the terms
hereof (except as enforcement may be limited by bankruptcy, insolvency or other
laws affecting enforcement of creditors' rights generally and general equity
principles).
Section 4.03. No Violation. None of the execution, delivery and
------------
performance of this Agreement by Weeks does or will, with or without the giving
of notice, lapse of time or both, (i) violate, conflict with or constitute a
default under any term or condition of (A) the organizational documents of
Weeks, or (B) any term or provision of any judgment, decree, order, statute,
injunction, rule or regulation of a governmental unit applicable to Weeks or any
agreement, contract, mortgage, indenture, lease, reciprocal easement or
operating agreement or other arrangement to which such Weeks is a party or by
which it is bound or to which any of its assets is subject, except in the case
where appropriate waivers and consents have been obtained prior to the date
hereof, and except as would not have a material adverse effect on Weeks, or (ii)
result in the creation of any lien or other encumbrance upon the assets of
Weeks, except as may be contemplated by this Agreement, and except as would not
have a material adverse effect on Weeks or its assets.
Section 4.04. Litigation. There are no claims, actions, suits,
----------
proceedings or investigations pending, or, to Weeks' knowledge, threatened,
before any court, governmental unit, agency, arbitrator or other forum or
tribunal with respect to the assets of Weeks which would have a material adverse
effect on the assets of Weeks.
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Section 4.05. Governmental Consents. Except as has been obtained or is
---------------------
being effected as part of the consummation of the transactions contemplated by
this Agreement, no consent, waiver, approval or authorization of, or filing,
registration or qualification with, or notice to, any governmental unit or any
other regulatory body is required to be made, obtained or given by Weeks in
connection with the execution, delivery and performance of this Agreement.
Section 4.06. Other Consents. Except for waivers and consents that have
--------------
been obtained prior to the date hereof, and except as would not have a material
adverse effect on Weeks, no consent of any party to any agreement, contract,
mortgage, indenture, lease, reciprocal easement or operating agreement or other
arrangement, to which Weeks is a party, or, by which Weeks is bound, is required
in connection with the execution, delivery or performance by Weeks of this
Agreement or the consummation of the transactions provided for herein.
Section 4.07. Compliance with Laws. Weeks has complied with all laws
--------------------
applicable to the conduct of the business of Weeks and has obtained all licenses
and permits required for the conduct thereof, except where the failure to so
comply or obtain will not have a material adverse effect on Weeks. To Weeks'
knowledge, such licenses and permits are in full force and effect, Weeks has not
taken any action that would (or failed to take any action the omission of which
would) result in the revocation of such licenses or permits, and Weeks has not
received any notice of violation from any federal, state or municipal entity or
written notice of an intention by any such government entity to revoke any
certificate of occupancy or other certificate, license or permit issued by it in
connection with its business, that in each case has not been cured or otherwise
resolved to the satisfaction of such government entity, except where such
failure or such action will not have a material adverse effect on Weeks.
Section 4.08. Absence of Undisclosed Liabilities and Contractual
--------------------------------------------------
Obligations. The consummation of the transactions effected hereby will not
-----------
subject Weeks or any of its assets, to any liability or obligation whatsoever,
except for those which would not have a material adverse effect on Weeks.
Section 4.09. Financial Status. Weeks is solvent, has not made a general
----------------
assignment for the benefit of its creditors, and has not admitted in writing its
inability to pay its debts as they become due, nor has Weeks filed, nor does it
contemplate the filing of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or any other proceeding for the relief of
debtors in general, nor has any such proceeding been instituted by or against
Weeks, nor is any such proceeding to Xxxxx's knowledge threatened or
contemplated.
Section 4.10. Taxes. Weeks has filed in a timely manner all tax returns
-----
required to be filed by it or on its behalf. All such tax returns are true,
correct and complete in all material respects, and taxes due with respect to
such tax returns have been timely paid in full.
ARTICLE V
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COVENANTS AND AGREEMENTS
Section 5.01. Further Assurances. In addition to the actions, contracts
------------------
and other agreements and documents and other papers specifically required to be
taken or delivered pursuant to this Agreement, each of the parties hereto shall
execute such contracts and other agreements and documents and take such further
actions as may be reasonably required or desirable to carry out the provisions
hereof and the Contribution.
Section 5.02. Employee Matters. Weeks is entitled to offer employment to
----------------
any and all active employees of NWI, and NWI shall in no way hinder or impede
Weeks from soliciting the employment of any employee of NWI. Nothing contained
herein is intended to limit Weeks's ability to terminate or modify the terms of
employment of any active employee of NWI who accepts employment with Weeks. NWI
shall be obligated to discharge and satisfy all obligations, liabilities,
demands, claims, assessments and expenses related to any employee of NWI which
accrued prior to the Contribution Date, and Weeks shall have no liability
whatsoever in that connection. After the Contribution Date, Weeks shall be
obligated to discharge and satisfy all obligations, liabilities, demands,
claims, assessments and expenses which relate to any facts or circumstances
first occuring on or after the Contribution Date related to those employees of
NWI which Xxxxx decides to employ, and NWI shall have no liability whatsoever in
that connection.
ARTICLE VI
INDEMNIFICATION
Section 6.01. Survival; Reliance. The representations, warranties,
------------------
covenants and agreements made by each of the parties hereto shall survive until
the third anniversary of the Contribution Date, and each party hereto has the
right to fully rely on the representations, warranties, covenants and agreements
made by the other party.
Section 6.02. Indemnification. In the event that a party breaches any
---------------
representation, warranty, covenant or agreement contained herein, such breaching
party agrees to indemnify and hold harmless the non-breaching party from all
liabilities, demands, claims, actions, assessments, losses, fines, penalties,
costs, damages and expenses (including, without limitation, reasonable
attorneys' and accountants' fees and expenses) sustained or incurred by the non-
breaching party as result of such breach. Weeks is entitled to seek recourse
for any such breach in accordance with the indemnity and notice provisions
contained in the First Amendment.
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ARTICLE VII
MISCELLANEOUS
Section 7.01. Proration of Income and Expense. The parties hereto have
-------------------------------
expressly determined to apportion all items of income and expense associated
with or related to the Operating Business as of the Contribution Date.
Section 7.02. Fees and Expenses; Transfer Taxes. Fees and expenses
---------------------------------
incident to the negotiation, preparation and execution of this Agreement and the
performance of the Contribution (including attorneys', accountants', financial
advisors' and other advisors' fees and disbursements) shall be borne by the
party incurring the expense.
Section 7.03. Notices. Any notice or other communication required or
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that may be given hereunder shall be in writing and shall be delivered
personally or sent by certified, registered, or express mail, postage prepaid,
to the parties at the following addresses or such other addresses as shall be
specified by the parties by like notice, and shall be deemed given when so
delivered personally or if mailed, three days after the date of mailing, as
follows:
(i) If to Weeks:
Weeks Realty, L.P.
0000 Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Vice Chairman and Chief Investment Officer
with a copy to:
King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
(ii) If to NWI:
0000 Xxxxxxxx Xxxx, Xxxxx X-0
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxx, Xx.
Section 7.04. Entire Agreement. This Agreement and the Transaction
----------------
Documents (as defined in the First Amendment) constitute the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior contracts, agreements undertakings and
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understandings, express or implied, written or oral, between the parties, or any
of them, with respect to the subject matter hereof and, except as otherwise
expressly provided herein, is not intended to confer upon any other person any
rights or remedies hereunder.
Section 7.05. Waivers and Amendments. This Agreement may be amended,
----------------------
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties hereto.
Section 7.06. Governing Law. This Agreement shall be governed by, and
-------------
construed and enforce in accordance with and subject to, the laws of the State
of Tennessee, without regard to principles of conflicts of law.
Section 7.07. Binding Effect; Benefit. This Agreement shall inure to the
-----------------------
benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
Section 7.08. No Assignment. This Agreement is not assignable (by
-------------
operation of law or otherwise) without the prior written consent of the other
party.
Section 7.09. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and same instrument.
Section 7.10. Headings. The headings in this Agreement are for reference
--------
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
NWI WAREHOUSE GROUP, L.P.
By: NWI X, L.P., its Sole General Partner
By: _______________________
Xxxx X. Xxxxxx, Xx.,
General Partner
By: _______________________
Xxxxxx X. Xxxxxxx, Xx.,
General Partner
WEEKS REALTY, L.P.
By: Weeks GP Holdings, Inc.
a Georgia corporation, its
Sole General Partner
By: ______________________
Name:
Title:
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SCHEDULE 1.02(C)
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[Schedule of personal effects]
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SCHEDULE 1.03
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[Schedule of liabilities]
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