1
EXHIBIT 10.22(c)
AGREEMENT REGARDING PURCHASE AND
SALE OF GENERAL PARTNERSHIP INTERESTS
This Agreement Regarding Purchase and Sale of General Partnership
Interests ("AGREEMENT") is made as of December 30, 1996 by Xxxxxxx Services,
Inc., a Missouri corporation ("XXXXXXX"), and GSSW - REO Ownership Corporation,
a Texas corporation ("OWNERSHIP CORP."). In consideration of the
acknowledgments and agreements set out herein the parties agree as follows.
Acknowledgments. Ownership Corp. is the sole general partner in the
"Limited Partnerships" (as defined below). Ownership Corp. desires to sell to
Xxxxxxx, and Xxxxxxx desires to buy from Ownership Corp., all of Ownership
Corp.'s right, title, and interest as a general partner in each of the Limited
Partnerships.
Sale of General Partnership Interests. Ownership Corp. hereby sells,
assigns, transfers, conveys, and delivers to Xxxxxxx the following general
partnership interests (each a "GENERAL PARTNERSHIP INTEREST" and collectively
the "GENERAL PARTNERSHIP INTERESTS"): Ownership Corp.'s entire right, title,
and interest in GSSW - REO Westwood Arlington L.P., a Texas limited
partnership; Ownership Corp.'s entire right, title, and interest in GSSW - REO
Briarwood L.P., a Texas limited partnership; Ownership Corp.'s entire right,
title, and interest in GSSW - Westwood Baytown L.P., a Texas limited
partnership; Ownership Corp.'s entire right, title, and interest in Xxxxxxxxx
Arms - REO L.P., a Texas limited partnership; Ownership Corp.'s entire right,
title, and interest in Riverdale Square - REO L.P., a Texas limited
partnership; Ownership Corp.'s entire right, title, and interest in GSSW - REO
Land L.P., a Texas limited partnership; Ownership Corp.'s entire right, title,
and interest in Windrush - REO, L.P., a Texas limited partnership; and (viii)
Ownership Corp.'s entire right, title, and interest in GSSW - REO Landmark,
Limited Partnership, a Texas limited partnership (each of such limited
partnerships a "LIMITED PARTNERSHIP" and collectively the "LIMITED
PARTNERSHIPS").
This Agreement itself constitutes a document of assignment. Accordingly,
no further documentation or action is needed or shall be required in order to
make effective Ownership Corp.'s sale, assignment, transfer, conveyance, and
delivery to Xxxxxxx of the General Partnership Interests. However, Ownership
Corp. shall execute, acknowledge, and deliver all further documents which
Xxxxxxx may reasonably deem necessary or appropriate to effect such sale,
assignment, transfer, conveyance, and delivery.
Consideration for General Partnership Interests. Xxxxxxx
contemporaneously herewith has paid $260,000 in cash to Ownership Corp. as
consideration for the General Partnership Interests. Ownership Corp. hereby
acknowledges receipt of this payment.
Additional Provisions Regarding General Partnership Interests. Ownership
Corp. shall cause Xxxxxxx to be admitted to each Limited Partnership as a
substituted general partner with respect to the General Partnership Interest
hereby acquired by Xxxxxxx in such Limited Partner
2
-ship. Xxxxxxx shall and hereby does assume Ownership Corp.'s position and
agree to discharge Ownership Corp.'s responsibilities as a general partner in
each such Limited Partnership with respect to its General Partnership
Interest in such partnership.
Ownership Corp. represents and warrants to Xxxxxxx that Ownership Corp.
has full legal right, power, and authority to execute this Agreement and to
sell, assign, transfer, convey, and deliver the General Partnership Interests
to Xxxxxxx as described in paragraph 2(a) and that the General Partnership
Interests are free and clear of any and all claims, liens, security interests,
and encumbrances whatsoever. Ownership Corp. shall warrant and defend
Americo's title to the General Partnership Interests against the lawful claims
and demands of all persons whomsoever.
Ownership Corp. expressly disclaims any warranties regarding the General
Partnership Interests or the Limited Partnerships, except as expressly set
forth in this Agreement.
Effect of Sale and Purchase. The parties intend that each Limited
Partnership shall continue and not be dissolved or terminated because of the
sale and purchase of the General Partnership Interest in such partnership that
is effected by this Agreement. Ownership Corp. shall cooperate with Xxxxxxx in
filing on a timely basis with any appropriate governmental authorities any
amendments to the Limited Partnerships' certificates of limited partnership or
other documents relating to the transfer of any of the General Partnership
Interests that may be required by, or appropriate under, any applicable law.
Ownership Corp.'s distributive share of each Limited Partnership's income,
gain, loss, deduction, and other items for the fiscal year of the Limited
Partnerships ending December 31, 1996 shall be determined on the basis of an
interim closing of the books of the Limited Partnerships and shall not be based
upon a proration of such items for the entire fiscal year.
Miscellaneous. Xxxxxxx shall pay its own legal fees and other expenses,
and the reasonable legal fees of Ownership Corp., incurred in connection with
the execution and delivery of this Agreement and the consummation of the
transactions described herein.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and assigns.
This Agreement shall be governed by the laws of Missouri. In the event any one
or more of the provisions contained in this Agreement or any application
thereof shall be invalid, illegal, or unenforceable in any respect, the
validity, legality, and enforceability of the remaining provisions of this
Agreement or any other application thereof shall not in any way be affected or
impaired thereby. The application of any provisions of this Agreement may be
waived by the party or parties entitled to the benefit thereof; provided, no
delay or failure on the part of any party hereto in exercising any rights
hereunder, and no partial or single exercise thereof, shall constitute a waiver
of any other
2
3
rights hereunder. This Agreement represents the entire agreement of all of
the persons bound hereby and supersedes all prior understandings or agreements,
oral or written, among all or any of such persons with respect to the matters
described herein.
The parties hereto have executed this Agreement effective as of the date
set forth above to evidence their intent that it be a binding contract.
XXXXXXX SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman of the Board
GSSW - REO OWNERSHIP CORPORA-TION
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President
3
