CONTRIBUTION AGREEMENT
(I-440 LAND)
This Agreement ("Agreement") is made as of this 1st day of November,
1996, between NWI WAREHOUSE GROUP, L.P., a Tennessee limited partnership
("NWI"); and WEEKS REALTY, L.P., a Georgia limited partnership ("Weeks").
1. Description of The Property. NWI, through the merger into Weeks of
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wholly owned affiliates of NWI, agrees to contribute to the capital of
Weeks and Weeks agrees to such mergers and agrees to accept such
contribution to its capital, for the contribution value and upon the
terms and conditions set forth below, that certain parcel of land
located in Davidson County, Tennessee, containing in the aggregate
approximately 21.74 gross acres, as further described on Exhibit A
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hereto (the "Property").
2. Contribution Value. Subject to prorations, credits and adjustment for
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which express provision is made in this Agreement, the contribution
value (the "Contribution Value") of the Property is One Hundred
Seventy-Five Thousand Dollars ($175,000.00) per "Net Usable Acres" (as
hereinafter defined).
For the purpose of calculation of the Contribution Value, Net Usable
Acres shall be based upon the "Survey" (as defined in Paragraph 4
hereof), shall include acreage to be used for new roads and
infrastructure necessary for development of the Property and shall not
include any acreage in any area designated as flood plain.
As of the date of contribution of a "Tract" (as defined in Paragraph 5
hereof), Weeks shall issue to NWI a number of "Units" (as hereinafter
defined), equal to the Contribution Value of that Tract, after
adjustments for the prorations, credits and adjustments stipulated in
this Agreement, divided by the "Unit Price" (as hereinafter defined),
to be held by NWI subject to that certain Registration Rights
and Lock-Up Agreement, dated of even date herewith, between Weeks and
NWI (the "Rights Agreement") and that certain First Amendment to the
Second Amended and Restated Agreement of Limited Partnership, dated of
even date herewith (pursuant to which NWI was admitted to Weeks as a
limited partner) (the "Partnership Amendment"). "Units" shall mean
limited partnership units in Weeks Realty, L.P., as defined in the
Rights Agreement. "Unit Price" shall mean (a) if a contribution occurs
on or before March 31, 1997, an assumed value of $25.00 per Unit; and
(b) if a contribution occurs after March 31, 1997, the arithmetic
average of the New York Stock Exchange closing price of a share of
common stock of Weeks Corporation for the twenty (20) business day
period immediately preceding the date of contribution. The dollar
amount stated in clause (a) of the immediately preceding sentence is a
negotiated
amount for the purposes of this Agreement and does not reflect a
valuation by either NWI or Weeks of Weeks Corporation or Weeks.
Notwithstanding any provision of that Agreement to the contrary, no
fractional Units shall be issued to NWI pursuant to this Agreement. If
as a result of the application of the foregoing formulas, a fractional
Unit is due NWI, Weeks shall pay to NWI, in cash on the same date as
the fractional Unit would otherwise be issued and in lieu of any such
fractional Unit, an amount equal to that fractional Unit times the
applicable Unit Price, as determined pursuant to this Agreement.
3. Title Exceptions. The Property shall be contributed subject to the
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following title exceptions and no other:
a. Applicable building and zoning laws.
b. Encroachments, easements and other matters identified on
Exhibit B.
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c. Covenants, easements and other matters to which Weeks and NWI have
agreed as provided below in Paragraph 4 hereto.
d. Any matter arising by, through or under Weeks after the date of
this Agreement.
4. Title Insurance and Survey. Weeks acknowledges receipt of, and hereby
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approves, that certain ALTA Commitment Title Insurance issued to Weeks
by Old Republic National Title Insurance Company, Commitment No. 96-
437 (Revised), committing to issue title insurance on the Property in
the amounts of coverage therein stated (the "Commitment"). Weeks
hereby approves the title exceptions and the surveys (the "Surveys")
identified in Schedule B, Part II of the Commitment as applicable to
the Property. NWI shall cause to be issued at contribution of a Tract
a policy of title insurance (ALTA Form) pursuant to the Commitment as
to the Tract containing only those exceptions specified in Paragraph 3
above and any other exceptions that may be acceptable to Weeks.
Prior to giving notice for a contribution of a Tract pursuant to
Paragraph 5 hereof, Weeks shall cause the Commitment and the Survey to
be updated for that Tract and Weeks shall identify in such notice any
title exception affecting the Tract (other than those specified in
Paragraph 3) that Weeks determines to be objectionable. NWI shall cure
any such exception on or before the date designated for contribution
to Weeks' reasonable satisfaction and, if such cure is not completed
by that date, then the contribution shall be delayed for a period not
to exceed sixty (60) days to permit NWI additional time to cure. If
after such delay, such title objection is not cured to Weeks's
reasonable satisfaction, Weeks may elect to do one of the following:
(i) cure
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the exception, with all costs and expenses incurred by Weeks applied
to reduce the Contribution Value, in which case the contribution shall
be further delayed an additional sixty (60) day period, or (ii)
terminate this Agreement as to the Tract or as to the remaining
uncontributed Property (at Weeks' election) and xxx NWI for damages at
law, or (iii) seek specific performance of NWI's obligations
hereunder.
NWI hereby covenants and agrees with Weeks that, so long as this
Agreement remains in full force and effect, (i) NWI will not sell,
assign, rent, lease, convey (absolutely or as security), grant a
security interest in, or otherwise encumber or dispose of, the
Property (or any interest or estate therein) without the prior written
consent of Weeks; and (ii) NWI will not apply for any modification to
the zoning in effect for the Property as of the date of this Agreement
or agree to any impact fees or other restrictions on future
development rights that would affect the Property, without the prior
written consent of Weeks. NWI will not grade, cut timber or otherwise
alter the physical characteristics of the Property without the prior
written consent of Weeks, in each instance. NWI further covenants and
agrees that, so long as this Agreement remains in full force and
effect, NWI will make all payments of money, and do all other things
required of NWI, required under that certain indebtedness of NWI in
the principal amount of One Million Five Hundred Thousand and no/100
Dollars ($1,500,000.00) to First Union National Bank of Tennessee, and
any related security documents (the "Land Loan"), and that NWI will
take no affirmative action which shall cause NWI to be unable to
contribute good and marketable title to the Property or which shall
cause any warranty or representation contained in this Agreement to be
incorrect or misleading at any time. NWI further covenants and agrees
that (i) NWI will not amend or modify the loan documents evidencing
and securing the Land Loan, in any way, without in each instance
obtaining the prior written consent of Weeks, and (ii) at the time a
Tract of the Property is contributed to Weeks pursuant to this
Agreement, NWI shall cause such Tract to be released from the lien of
the loan documents securing the Land Loan, at its sole cost and
expense.
From time to time during the pendency of this Agreement, at the
request of Weeks, NWI agrees to take actions, to support applications
and to enter into any easements, covenants or other agreements
pertaining to development (including infrastructure, roads, utilities
and other development requirements), affecting the uncontributed
portion of the Property to facilitate Weeks' development of Tracts
contributed to Weeks and the remainder of the Property. Additionally,
at the request of Weeks, NWI agrees to dedicate to the public or
quasi-public authorities, portions of the Property not yet contributed
to Weeks pursuant to this Agreement for the purpose of dedicating
public right-of-ways, utility easements and other infrastructure items
to facilitate development of the Tracts contributed to Weeks and the
remainder of the Property. NWI agrees to cooperate and support fully
all requests and actions taken by Weeks pursuant to this paragraph.
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Contemporaneously with the execution and delivery of this Agreement,
Weeks and NWI shall enter into a short form memorandum of this
Agreement, which shall be recorded in the public records of Davidson
County, Tennessee, to give notice of Weeks' interest in the Property
pursuant to this Agreement.
5. Contribution. The contribution of the Property to the capital of
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Weeks shall take place at the offices of Baker, Donelson, Xxxxxxx &
Xxxxxxxx, Xxxxx 0000 Xxxxx Xxxx Center, 000 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000, or at such other place as may be agreed by NWI and
Weeks. The contribution of the Property shall occur in incremental
tracts (a "Tract") with successive contributions until all of the
Property is contributed by NWI to Weeks, subject to the following
conditions:
a. Weeks and NWI agree that for the purpose of this Agreement, the
Property is subdivided into two (2) Tracts, one (1) Tract
containing approximately 11.7 gross acres (the "I-440 3 Tract")
and one (1) Tract containing approximately 10.8 gross acres (the
"I-440 4 Tract"), all as more particularly shown on that certain
site plan attached hereto as Exhibit C;
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b. NWI shall contribute to the capital of Weeks the I-440 4 Tract as
soon as the following conditions are satisfied: (i) a lease, in
form and content acceptable to Weeks with a Tenant, approved by
Weeks, for not less than 60,000 square feet of area in the
building on that Tract, having an initial term of not less than
ten (10) years and average "Net Operating Income" (as hereinafter
defined) over the initial term of at least $3.50 per square foot
of area, and (ii) Weeks shall have approved, in the exercise of
commercially reasonable judgment, a pro forma development budget
for the I-440 4 Tract, assuming improvement of that Tract with the
building contemplated in such pro forma development budget and
assuming lease-up of such building in accordance with such pro
forma development budget, predicts that Net Operating Income
divided by "Total Development Cost" (as hereinafter defined)
equals or exceeds decimal one zero two five (.1025) for that
Tract, as hypothetically developed and leased-up;
c. The I-440 4 Tract shall be contributed as soon as Weeks shall have
approved, in the exercise of commercially reasonable judgment, a
pro forma development budget for the I-440 4 Tract, assuming
improvement of that Tract with the building contemplated in such
pro forma development budget and assuming lease-up of such
building in accordance with such pro forma development budget,
predicts that Net Operating Income divided by Total Development
Cost equals or exceeds decimal one zero two five (.1025) for that
Tract, as hypothetically developed and leased-up; and
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d. on March 31, 1998, NWI shall contribute to Weeks any portion of
the Property not previously contributed to Weeks.
For the purpose of the immediately preceding paragraph, the following
definitions shall apply:
a. "Gross Income", for the Tract, as reasonably projected by
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Weeks, means the gross rental income, including reasonable
reimbursable amounts, to be paid by the tenant(s) under their
respective lease(s) for a twelve (12) month period commencing on
the Measurement Date.
b. "Measurement Date", for each Tract, the hypothetical date used
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in the pro forma development budget as the date the Tract is
expected to be stabilized.
c. "Net Operating Income" for a Tract as of its Measurement Date,
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means (i) Gross Income; less (ii) Operating Expenses, and less
(iii) Vacancy Factor.
d. "Operating Expenses", for a Tract, means all real and personal
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property taxes, utility charges, insurance costs, maintenance
expenses and other amounts projected to be expended in
connection with the ownership, maintenance and operation of that
Tract and the building to be constructed thereon, as reasonably
budgeted by Weeks, for the twelve (12) month period commencing
on the Measurement Date for that Tract. Operating Expenses shall
include, without limitation, (i) a management fee equal to four
percent (4%) of the gross rental income, not including
reimbursables and with adjustment for Vacancy Factor, to be paid
by the tenant(s) under their lease(s) for the twelve (12) month
period commencing on the Measurement Date for that Tract, and
(ii) a reserve for expenses in the amount of five cents ($.05)
per square foot per annum of area in the building(s) located on
that Tract.
e. "Vacancy Factor" means five percent (5%) of Gross Income.
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f. "Interest Rate", for a Tract, as reasonably projected by Weeks,
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means an annual rate equal to Weeks' weighted average borrowing
rate under its principal revolving credit facility (London
Interbank Offering Rate, plus applicable margin, option) for the
twelve (12) month period from the Measurement Date for that Tract
plus .75% (75 basis points).
g. "Operating Expense Deficit" or "Operating Expense Surplus", for a
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Tract, as reasonably projected by Weeks, for the twelve (12)
month lease-up period assumed in the pro forma development
budget, means, in the case of an Operating Expense Deficit, the
excess of operating expenses (e.g., property
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taxes, insurance premiums, utility charges, maintenance expenses,
management fees and other customary expenses) incurred over gross
rental income and operating expense reimbursables collected for
that same period and, in the case of an Operating Expense
Surplus, the excess of gross rental income and operating expense
reimbursables collected over operating expenses incurred for that
period.
h. "Total Development Cost", for a Tract, as reasonably projected by
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Weeks, means the total of (i) all costs and expenses incurred
through the Measurement Date in acquisition, development,
construction and lease-up of that Tract and the building(s)
located thereon, including without limitation the Contribution
Value of that Tract, site preparation costs and expenses,
construction costs and fees, tenant finish costs and expenses,
lease commissions, property taxes and any other items which would
be capitalized under generally accepted accounting principles
(excluding interest), plus (ii) Operating Expense Deficit (or
less Operating Expense Surplus), plus (iii) an amount computed
like simple interest thereon through the Measurement Date at the
Interest Rate on each of the foregoing components as and when
projected to be funded by Weeks (and the Contribution Value will
be deemed to have been incurred for this purpose on the date of
the contribution of the Tract pursuant to this Agreement).
Except for the contribution to be made on March 31, 1998, if
necessary, the date for each contribution shall be designated by
written notice by Weeks to NWI given at least fifteen (15) business
days before the date designated in such notice.
Each time a Tract is to be contributed to Weeks by NWI pursuant to
this Agreement, at NWI's request, (a) NWI shall form a limited
liability company under Delaware law, with NWI as the sole member,
substantially similar to that company formed for the initial
contribution of Completed Properties on even date herewith (the
"Initial Contribution"), (b) NWI shall contribute that Tract to that
company by instruments substantially similar to those used for the
Initial Contribution, (c) that company shall then merge into Weeks,
with Weeks being the surviving entity, pursuant to agreements of
merger substantially similar to that used in connection with the
Initial Contribution, and (d) Weeks shall issue Units as provided in
this Agreement to NWI in exchange for NWI's membership interests in
that company. Each limited liability company to be formed by NWI
pursuant to the immediately preceding sentence shall have as its sole
business purpose the ownership of the Tract in question and shall
assume or incur no unrelated liability or obligation. NWI shall
deliver possession of the Tract to Weeks on the contribution date.
6. Adjustments. Real estate taxes and assessments (collectively,
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"taxes") on each Tract of the Property shall be apportioned and
prorated as of 11:59 pm on the day before
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the date that Tract is contributed to Weeks pursuant to this
Agreement by appropriate cash payments between the parties. If
the amount of taxes for the year of contribution are not known,
they shall be apportioned on the basis of the most current
information available. If actual taxes attributable to the Tract
are different than the taxes on which the proration is computed,
such proration shall be adjusted in cash between NWI and Weeks
upon presentation of written evidence of the actual taxes paid
for the year of contribution.
7. Costs and Expenses; Preparation of Documents. Costs and
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expenses shall be apportioned in the following manner:
a. Weeks shall pay the premium for title insurance, the survey
fees and recording costs related to this transaction, as well
as all costs incurred by it in inspecting the Property and
making such other investigations thereof as it deems
appropriate. Weeks also shall pay all fees and expenses
incurred in the creation of limited liability companies and
their subsequent merger into Weeks as contemplated in
Paragraph 5 of this Agreement.
b. NWI shall pay all transfer taxes, if any.
c. Each party shall pay its own attorneys' fees in connection
with this transaction.
Weeks' attorney shall prepare all documents, which shall be
subject to the reasonable approval of NWI's attorney and which
shall be substantially the same as the documents used in the
Initial Contribution.
8. Condemnation. If any authority having the power of eminent
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domain shall commence negotiations with NWI or shall commence
legal action against NWI for the damaging, taking or acquiring of
all or any part of the Property, either temporarily or
permanently in any condemnation proceeding or by exercise of the
power of eminent domain, NWI shall immediately give notice of the
same to Weeks. Upon the occurrence of any of the foregoing
events, if it reasonably appears that such taking would
materially interfere with Weeks' intended use of the Property,
Weeks shall have the right, at its option, to terminate this
Agreement by giving notice thereof to NWI, in which event Weeks
shall be released of all further obligations hereunder with
respect to that portion of the Property not yet contributed, but
shall continue to have obligations with respect to the portions
of the Property already contributed pursuant to this Agreement.
At the time of contribution, NWI shall assign to Weeks all rights
of NWI in and to any unpaid awards, settlement proceeds or other
proceeds payable by reason of any such taking.
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In the event of any negotiations regarding the payment of any
such awards or proceeds, NWI will inform Weeks of all such
negotiations of which NWI has notice and no settlement shall be
agreed to by NWI without Weeks' written approval.
9. Representations and Warranties. As of the date of this Agreement
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NWI hereby makes for the benefit of Weeks each and every
representation and warranty set froth in Exhibit E to the
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Partnership Amendment as to the Property, to the extent
applicable to unimproved land. As of the date of contribution for
each Tract under this Agreement, NWI shall remake for the benefit
of Weeks each and every representation and warranty set forth on
Exhibit E to the Partnership Amendment as to that Tract, to the
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extent applicable to unimproved land.
10. Weeks' Inspection; "AS-IS" Sale; Hazardous Wastes. NWI grants
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Weeks the right to enter the Property to inspect it, make soil
tests borings, make drainage tests, and make engineering and
architectural drawings or tests of the Property, provided that the
foregoing shall not materially alter or damage the Property or
interfere with NWI's activities on the Property. Weeks shall be
liable to NWI for any damage, loss and expenses (including
reasonable attorneys' fees) NWI incurs by reason of such
activities, and if the transaction contemplated hereby does not
close, Weeks shall provide NWI with copies of all tests results
and drawings.
Except for the representations and warranties contained or
provided for in this Agreement and the other Transaction
Documents, the property is being sold in an "AS-IS" condition and
"WITH ALL FAULTS" as of the date of this Agreement and of the
contribution date. Except as expressly set forth in this
Agreement, no representations or warranties have been made or are
made and no responsibility has been or is assumed by NWI or by any
officer, person, firm, agent or representative acting or
purporting to act on behalf of NWI as to the condition or repair
of the Property or the value, expense of operation, or income
potential thereof or as to any other facet or condition which has
or might affect the Property or the condition, repair, value,
expense of operation, or income potential of the Property or any
portion thereof. The parties agree that all understandings and
agreements heretofore made between them or their respective agents
or representatives with respect to the Property are merged in this
Agreement, the exhibits hereto annexed and other documents being
entered into by the parties on the date hereof (including, without
limitation, the other agreements expressly referred to herein) or
contemplated in those documents, which together fully and
completely express their agreement, and that this Agreement has
been entered into with Weeks being satisfied with the opportunity
afforded for investigation (all such agreements, documents and
exhibits, collectively, the "Transaction Documents"). Weeks is not
relying upon any statement or representation by NWI unless such
statement or representation is specifically embodies in this
Agreement or the other Transaction Documents.
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To the extent that NWI has provided to Weeks information from any
inspection, engineering or environmental reports concerning harmful
or toxic substances, NWI makes no representations or warranties
with respect to the accuracy or completeness, methodology of
preparation or otherwise concerning the contents of such reports.
Weeks acknowledges that NWI has requested Weeks to inspect fully
the Property and investigate all matters relevant thereto and to
rely solely upon the results of Weeks' own inspections or other
information obtained or otherwise available to Weeks, rather than
any information that may have been provided by NWI to Weeks other
than the representations and warranties of NWI contained in this
Agreement and the other Transaction Documents on which Weeks is
entitled to rely.
Weeks has obtained the Phase I Environmental Site Assessment of 440
Business Center, Melrose Avenue, Xxxxx Xxxx, Xxxxxxxx County,
Tennessee, prepared by 3D/International Environmental Group,
Project No. D5288.02, dated October 1, 1996 (the "Audit") and Weeks
hereby approves the Audit and agrees to accept title to the
Property subject to such environmental matters as are reflected in
the Audit. If any material adverse environmental condition
affecting the Property is discovered by, or comes to the attention
of, Weeks that is not disclosed in the Audit, then Weeks may elect
by written notice to NWI to terminate this Agreement as to all or
any portion of the Property not previously purchased by Weeks.
The terms and provisions of this Paragraph 10 shall survive
contribution hereunder.
11. Notices. Any notice, request or other communication (a "notice")
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required or permitted to be given hereunder shall be in writing and
shall be delivered by hand or overnight courier (such as UPS Next
Day Air) or mailed by United States registered or certified mail,
return receipt requested, postage prepaid and addressed to each
party at its address as set forth below. Any such notice shall be
considered given on the date of such hand or courier delivery,
deposit with such overnight courier for next business day delivery
or deposit in the United States mail, but the time period (if any
is provided herein) in which to respond to such notice shall
commence on the date of hand or courier delivery or on the date
received following deposit in the United States mail as provided
above. Rejection or other refusal to accept or inability to deliver
because of changed address of which no notice was given shall be
deemed to be receipt of the notice. By giving at least five (5)
days' prior written notice thereof, any party may from time to time
and at any time change its mailing address hereunder. Any notice of
any party may be given by such party's counsel. The parties
respective notice addresses are as follows:
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Weeks: Weeks Corporation
0000 Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx,
Vice Chairman/Chief
Investment Officer
With Copy To: King & Spalding
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
NWI: NWI Warehouse Group, L.P.
0000 Xxxxxxxx Xxxx
Xxxxx X-0
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Xx.,
Chief Financial Officer
12. Brokers. Except for brokers paid-in-full at the Initial
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Contribution pursuant to separate written agreements that cover the
transactions contemplated in this Agreement as well as the other
Transaction Documents; NWI and Weeks represent and warrant that
neither has dealt with any broker in connection with this
transaction. If any claim is made or brought by any broker in
connection with this transaction, the party whose agreement gave
rise to such claim shall indemnify the other for any damage or
expenses sustained in connection therewith including, without
limitation, reasonable attorneys' fees. The terms and provisions of
this Paragraph 12 shall survive contributions hereunder.
13. Default. If Weeks defaults hereunder, NWI may either proceed
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against Weeks at law for damages or seek specific performance of
Weeks' obligations hereunder. If NWI defaults hereunder, Weeks may
either proceed against NWI at law for damages or seek specific
performance of NWI's obligations hereunder.
14. Headings. The Paragraph headings are inserted for convenience only
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and are not intended to describe, interpret, define or limit the
scope or intent of this Agreement or any provision thereof.
15. Early Transfer. Notwithstanding any provision of this Agreement to
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the contrary, at the time the I-440 4 Tract is contributed to Weeks
pursuant to this Agreement, the I-400 3 Tract may be contributed to
Weeks as part of that same transaction to accommodate applicable
platting restrictions even though it is not eligible for
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contribution to Weeks pursuant to the terms of this Agreement. Even
though the I-400 3 Tract may be contributed to Weeks prior to being
eligible for contribution to Weeks under this Agreement, (i) Weeks
and NWI agree that all of the benefits and burdens of ownership, and
the risk of loss, shall remain with NWI, subject to this Agreement,
and (ii) the I-400 3 Tract shall be treated in the same manner as
the I-400 4 Tract under this Agreement including, without
limitation, issuance of Units, calculation of Gross Income,
calculation of Net Operating Income, determination of Contribution
Value and determination of Adjusted Contribution Value.
16. Infrastructure and Land Carry Costs. At the time a Tract is
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contributed to Weeks under this Agreement, NWI shall submit to
Weeks, for Weeks reasonable approval, an itemization of all fees,
costs and expenses incurred with respect to that Tract, by NWI to
and through the date of Contribution of that Tract for
infrastructure, grading, architectural services and engineering
services with respect to the Property, together with interest
thereon from date incurred at the "Interest Rate" (as defined above
in this Agreement). Upon Weeks's approval of such itemization,
Weeks shall either (i) reimburse NWI in cash or (ii) issue to NWI
a number of units equal to the amount to be divided by a Unit
Price of Twenty-Five Dollars ($25.00), to be held by NWI subject
to the Partners Amendment and the applicable Rights Agreement.
17. Miscellaneous. All prior understandings and
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agreements between the parties are deemed merged herein and the
other Transaction Documents. This Agreement may be modified only by
an agreement in writing signed by the parties. Weeks may assign,
sell, convey or otherwise transfer any or all its rights under this
Agreement without the prior written consent of NWI. NWI shall not
assign, sell, convey or otherwise transfer any or all of the
Properties or its rights under this Agreement. No such assignment by
NWI or Weeks shall relieve or release the assigning party of any
liability hereunder. Subject to the foregoing, this Agreement and
the terms and provision hereof shall inure to the benefit of and be
binding upon the successors and assigns of the parties. This
Agreement shall be governed by Tennessee law. Time is of the
essence.
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IN WITNESS WHEREOF, NWI and Weeks have set their hand as of the date
and year first above written.
NWI:
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NWI WAREHOUSE GROUP, L.P.
BY: NWI X, L.P., its Sole General Partner
By:
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Xxxx X. Xxxxxx, Xx.,
General Partner
By:
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Xxxxxx X. Xxxxxxx, Xx.,
General Partner
WEEKS:
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WEEKS REALTY, L.P.
By: Weeks GP Holdings, Inc.
a Georgia corporation,
its Sole General Partner
BY:
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Xxxxxx X. Xxxxxxxx,
Vice Chairman and
Chief Investment Officer
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