Exhibit 10.2
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this __ day of April 1996, between
CORNERSTONE REALTY GROUP INC. or its nominee, (hereinafter called "Purchaser")
and WOODLAKE COMPANY LIMITED PARTNERSHIP, (hereinafter called "Seller").
ARTICLE I
THE PROPERTY
1.1 Sale of Property. Seller agrees to sell and convey, and Purchaser
agrees to purchase, Seller's real property known as WOODLAK APARTMENTS located
in DURHAM, NC, with all buildings and improvements located thereon, as more
particularly described in the attached legal description in Exhibit A including,
but not limited to 266 individually heated and air conditioned apartment units,
with all appurtenances, together with all appliances, drapes, carpeting,
shrubbery and all other personal property used in connection with the premises,
including, the inventory of personal property to be supplied by Seller and
attached hereto as Exhibit B (all such real and personal property hereinafter
collectively referred to as the "Property" unless the context clearly indicates
otherwise).
1.2 Complete Construction. It is understood that all of the units to be
transferred as set forth in Paragraph 1.1 have not as yet been completed. The
Seller agrees to complete the construction as per the attached Plans and
Specifications and as laid out in the approval of the municipality prior to
December 15, 1996.
ARTICLE II
PAYMENT OF PURCHASE PRICE
2.1 Purchase Price. The total purchase price shall be FOURTEEN MILLION
FIVE HUNDRED FIFTY THOUSAND ($14,550,000) DOLLARS as evidenced by cash or cash
equivalent at closing.
2.2 Deposit. $100,000 to be placed in escrow at the end of the
"Inspection Period" described in Article VI below. Said deposit shall be placed
in escrow in an interest-bearing account with The Title Company of North
Carolina in Raleigh or its authorized agent as an xxxxxxx money deposit which
may be credited against the purchase price or applied as per Article XI below.
ARTICLE III
TITLE MATTERS
3.1 Marketable Title. Seller, shall convey good and marketable title by
General Warranty Deed, subject only to general taxes for the current year not
yet due and payable and utility easements which could never interfere with the
present use of the Property.
(A) Title shall be free from any and all liens or mortgages and
Seller shall be responsible for any prepayment penalties necessary to deliver
such free title.
(B) Attached hereto as Exhibit C is a copy of a title report
setting forth the permitted exceptions which Purchaser will take subject to.
3.2 Title Defects; Election to Cure. Seller shall furnish to Purchaser a
commitment for Title Insurance, (the commitment). If title is not marketable,
except as stated above in the preceding paragraph, Purchaser shall give written
notice of any defects in title to Seller's counsel within fifteen (15) days
after Purchaser's receipt of a title report which report shall include copies of
backup documents relating to any title exceptions. Seller may, at its option,
elect whether to cure said defects or by written notice to Purchaser indicate
its intention not to cure. The commitment shall be furnished without cost to
Purchaser, except and unless Purchaser obtains a policy. Seller will provide
Purchaser with an "as built" Survey to the extent available to Seller without
incurring additional cost.
3.3 Election Not to Cure Defects. Should Seller elect not to cure title
defects, this Agreement, at Purchaser's option, shall be void; each party shall
thereupon be released from all obligations hereunder; and all deposits shall be
immediately returned to Purchaser.
ARTICLE IV
PRORATIONS
4.1 Income and Expense Allocations. The following shall be prorated, on
a calendar-month basis, to date of delivery of deed: rents and other income from
the Property; operating expenses (on such service contracts and other
obligations as Purchaser may agree to assume); and general and real property
taxes and personal and business property taxes for the year of closing (based on
the most recent assessment and the recent levy).
4.2 Closing Costs. Purchaser and Seller shall pay their customary share
of all taxes, recording fees, if any, imposed on the Deed, or any other
documents executed in connection with the transfer of the Property. Purchaser
agrees to pay cost of title insurance. Seller shall pay any prepayment penalty
charged by the holders of any existing notes.
4.3 Allocation of Rents. Rents collected by Seller prior to Closing
shall be prorated as agreed in 4.1 above. Purchaser shall apply rents received
after Closing first to payment of the current rent due to Purchaser, then to
delinquent rents due to Purchaser, and last to rents due to Seller as of the
Closing but uncollected prior to settlement. Purchaser agrees to use its best
efforts in good faith to collect the amount of any rental arrears from tenants
and Purchaser agrees to remit promptly to Seller any such arrears actually paid
by such tenants to Purchaser. Seller shall retain the right to commence legal
action against a tenant for any delinquent rent apportioned to the Seller.
4.4 Prior Lease Concessions. Seller shall pay to Purchaser, in a lump
sum at closing, all future monetary concessions which Seller has given to
tenants under leases existing at the time of closing.
ARTICLE V
POSSESSION OF THE PROPERTY
5.1 Possession. Possession of the Property shall be delivered to
Purchaser at closing, subject to the rights of the tenants under existing leases
and rental agreements as set forth herein.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 Conditions Precedent. Purchaser's obligation to purchase shall be
subject to and contingent upon the satisfaction of the following conditions
precedent:
(A) Receipt by Purchaser at Purchaser's sole cost and expense
within fifteen (15) days after substantial completion of the Project of an
engineering report of building and site conditions, satisfactory to Purchaser in
its sole discretion, said report to include in part, a description of any
hazardous waste sites, hazardous wastes and/or hazardous materials affecting the
property. Purchaser shall have fifteen (15) days in which to review the reports
set forth herein and exercise its right to reject the Property based thereon or
the right hereunder shall be deemed waived, except for those conditions which
are specifically set forth hereinafter.
(B) Completion by the Seller of the construction of the premises
as per the Plans and Specifications attached hereto as Exhibit D.
(C) The receipt by Purchaser of Seller documents described in
7.2 below.
(D) On the condition that Sellers representations and warranties
described in Article VIII below remain true and correct.
(E) On the condition that there have been no material or adverse
changes to the property or leases.
(F) Seller acknowledges that Purchaser is a public entity and
that it is required to furnish financial statement to the Securities and
Exchange Commission in connection with this acquisition. Seller agrees, to the
extent available, to make the information available for Purchaser to audit the
last 12 months of operation of the Property so that a report can be generated
that is in compliance with accounting Regulation S-X of the Securities and
Exchange Commission.
(G) Survey which shall show no encroachments onto the Land from
any adjacent property, no encroachments by or from the Land onto adjacent
property and no violation of or encroachments upon any recorded building
lines, restrictions or easements affecting the Property. If the
Survey discloses any such encroachment or violation, Seller shall have thirty
(30) days from the date of delivery of the Survey (with a commensurate extension
of the closing date) to have the Title Insurer issue its endorsement insuring
against damage caused by such encroachment or violation and to provide evidence
thereof to Purchaser, and if Seller fails to or is unable to have the same
insured against within such thirty (30) day period, Purchaser may elect as its
sole options, on or before the Closing Date, to (i) terminate this Agreement (in
which case the Xxxxxxx Money shall be returned to Purchaser) and neither party
shall have any further liability or obligation to the other hereunder, or (ii)
accept the property subject to any such encroachment or violation.
6.2 Inspection. This Agreement shall be further subject to and
contingent upon Purchaser's satisfactory inspection as follows herein below.
6.2.1 Preparation for Inspection. At the execution of this Agreement,
Seller shall deliver to Purchaser copies of the following: The current rent
roll, to the extent available, for the Property; detailed statements of income
and expenses with respect to the Property for the past two years; the most
recent tax bills for the Property; utility bills for the Property for the twelve
(12) months previous to the date hereof; all contract, mortgages, and other
documents creating liens of security interest on the Property, or any part
thereof and all promissory notes secured thereby; all insurance policies
applicable to the Property to include loss runs for the last five (5) years;
Plans and Specifications for the Property, service contracts, Certificates of
Occupancy, to the extent reasonably available; a copy of the title policy and
most recent survey for the Property. A copy of any environmental or engineering
reports on the property. All these items shall be certified by Seller to be
accurate and complete to the best of its knowledge and belief.
6.2.2 Inspection of Books and Records; Access. Upon receipt by Purchaser
of all documents requested in the paragraph above, Purchaser, its employees,
agents and contractors shall have 14 days (the "Inspection Period") to enter
upon the Property subject to the rights of the tenants during normal business
hours for the purpose of making physical inspections thereof, including but not
limited to roofs, heating, cooling, electrical and plumbing systems, swimming
pool, appliances, and structural elements of the buildings. Upon the conclusion
of the Inspection Period this contract shall be deemed to be a firm agreement of
purchase and sale binding the parties hereto, except as it may be terminated by
other provisions and conditions contained herein, including but not limited to
the condition imposed by Paragraph 6.1(A) above.
6.2.3 Right of Termination During Inspection Period. Purchaser shall
also be permitted to review all original leases, expense records, tenant cards
and occupancy data available. If Purchaser is not satisfied, in its sole and
exclusive discretion, with the state of maintenance and repair of the Property
or the rents, occupancy or expenses of the Property, then notwithstanding
anything contained herein to the contrary, Purchaser shall have the right to
terminate this Agreement by giving written notice to Seller before the end of
the Inspection Period, and no party hereto shall have any further liability to
any other party hereto, and all deposits shall be returned to Purchaser.
6.2.4 "Rent Ready". During the "Inspection Period", both Seller and
Purchaser will inspect an apartment unit at the Property and mutually agree that
said apartment shall be representative of a "rent ready" unit by which all other
units shall be judged for "rent ready" condition at closing. All vacant
apartment units, are to be in a "rent ready" condition (as defined above), at
the time of closing, containing, but not limited to the following amenities,
i.e., carpet, refrigerator, range, garbage disposal, heating, plumbing and
electrical systems.
6.2.5 Condition of Personal Property at Closing. All personal property
included in the sale and all mechanical, electrical, heating, air conditioning,
sewer, water and plumbing systems will be in the same working order at the time
of closing and in the same condition as at the time of the initial inspection by
Purchaser, normal wear and tear excepted. If Seller fails to make reasonable
efforts to conserve the property, Purchaser shall have the option of waiving
such requirement, in writing, and proceeding to closing, or Purchaser may void
this Agreement and obtain a prompt return of its deposit.
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6.2.6. New Leases. Seller agrees to submit a monthly report to Purchaser
setting forth all new leases entered into attaching a copy of all such new
leases and showing that all minimum lease qualifications have been adhered to as
set forth in the attached Exhibit E. Purchaser's sole remedy for Seller's
failure to comply will be a ground for cancellation of this Agreement by the
Purchaser with the return of the Deposit.
Article VII
Closing
7.1 Closing.
(A) Closing shall take place within fifteen (15) days after the
following conditions shall have occurred:
(i) Occupancy of the premises shall be no less than ninety
(90%) percent under the terms and conditions as set forth in the aforesaid
Exhibit C.
(ii) All of the occupied units shall be leased at such rents
and without any rental concessions which carry future monetary value and said
rent shall be no less than as set forth in Exhibit C.
(iii) The rent roll shall indicate that the gross annual
potential rent shall not be less than $2,159,400.
(iv) All tenants executing a lease subsequent to the date of
this Agreement shall have been qualified for rental using credit qualifications
that are not less than those outlined in Exhibit C.
(B) In the event that all of the occurrences do not transpire, which
would trigger the closing date as set forth above, the Purchaser may grant an
extension or series of extensions to allow the events to transpire, or the
Purchasers may waive any or all of the conditions and give fifteen (15) days
notice for a closing date. However, in the event that the Purchaser does not
waive the conditions and occurrences set forth above prior to 12/1/96, either
party may terminate this purchase agreement, without penalty, and the deposit
will be returned to the Purchaser.
7.2 Seller's Deliveries. At closing, Seller shall execute and deliver to
Purchaser the General Warranty Deed referred to in Paragraph 3 hereof and shall
also execute, where necessary, and deliver to Purchaser, the following:
(A) A Xxxx of Sale, with warranty of title transferring the personal
property (as shown in Schedule B) to Purchaser free of all liens, charges and
encumbrances.
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(B) Originals or copies of all signed leases and rental agreements
in effect with tenants of the Property.
(C) All security deposits made by such tenants. Seller will give the
tenants the required notice of such transfer in compliance with the laws of
North Carolina.
(D) An affidavit of Seller in such form as will cause the Title
Company to omit from the title insurance policy the exclusion relating to
unrecorded mechanic's and materialmen's liens.
(E) A rent roll certified by Seller to be true and correct as of the
date of closing showing the name of, and the amount of monthly rental payable,
by each tenant of the Property, the apartment occupied by the tenant, the date
to which rent has been paid, any advance payment of rent, and the amount of any
escrow, or security deposit of tenant.
(F) An affidavit of Seller that to the best of its information and
belief there are, on the date of closing, no unsatisfied judgments, creditor's
claims, tax liens, or pending bankruptcies involving Seller.
(G) Seller shall provide, a certificate from a licensed
extermination contractor, who is regularly engaged in the business of pest
control, that all buildings are free from any termite or other wood-boring
insect infestation. Said certificate shall be dated within 90 days of closing,
bearing the Contractor's name, contractors license number, the signature of the
party authorized to sign for the Contractor and the date of the inspection.
Should damage exist, Seller shall proceed to have any corrective work completed
prior to closing or Purchaser, as its sole option, may either proceed to
settlement and have such sums required for repairs deducted from Seller's
proceeds up to $5,000, or may in its sole discretion terminate this Agreement.
Seller' shall promptly return Purchaser's deposit upon such termination.
(H) Assignments of all Seller's interest in the following: (1) all
assignable licenses, and permits relating to the operation of the Property, (2)
the leases and rental agreements with tenants of the Property, (3) the existing
Property telephone number and (4) the business and trade name as set forth in
Par. 1.1.
(I) Assignments of all warranties and guarantees to the extent such
are still in effect and provide Purchaser with copies of all such warranties and
guarantees without limitation for all appliances, dishwashers, disposals,
refrigerators, heating and air conditioning units, washers and dryers.
(J) Evidence satisfactory to Purchaser that all
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water, sewer, gas, electric, telephone, and drainage facilities and all other
utilities required by law or by the normal use and operation of the Property are
and at the time of closing will be installed to the property line, are and at
the time of closing will be connected pursuant to valid permits, and are and at
the time of closing adequate to service the Property and to permit full
compliance with all requirements of law and normal usage of the Property by the
tenants thereof and their licensees and invitees.
(K) Consent of the Seller's authorized officer to the sale of the
Property and any other approvals required under Seller's articles or by-laws,
which may affect Seller's ability to convey marketable title.
(L) Provide documents for the transfer of the telephone, electric,
water and sewer, and gas utilities, as may be required by the utility, for
execution at closing.
(M) Satisfactory evidence of the power and authority of Seller to
enter into and consummate this agreement, including but not limited to:
(i) An opinion of Seller's counsel, in a form satisfactory to
Purchaser, stating that:
(a) The individual(s) executing the deed and related
documents are duly authorized to do all such acts as are necessary to consummate
this sale, without further consent of any other party.
(b) That the partner or officer can bind the Partnership or
Corporation.
(N) Affidavit that Seller has no actual knowledge of the presence of
asbestos and/or any other hazardous material at the Property.
(O) Seller shall provide a satisfactory and valid written
termination of the management agreement executed by the existing management and
rental agent for the Property, without cost to the Purchaser.
(P) A notice letter to all the residents of the apartment complex as
to change of ownership in the form prepared by the Purchaser.
(Q) All such other documents as are normally transferred at
settlement in the jurisdiction in which the property is located or are
reasonably requested by Purchaser or its counsel.
(R) A representation letter as normally required by auditors for a
public company. This clause shall survive closing for one year.
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(S) Seller shall deliver an assignment of all the warranties by the
contractor, pursuant to the requirements of Paragraph E on Page 8 attached
hereto as Exhibit F, for the period stated in said paragraph, which shall be
assigned to the Purchaser.
7.3 Purchaser's Deliveries. At closing and contemporaneously with the
Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price, adjusted
for the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of obligations under leases,
securities, any contracts which may be accepted by the Purchaser and any other
obligations specifically set forth herein.
(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been duly authorized, executed and
delivered by the Purchaser and is a valid and binding agreement of Purchaser,
and
(ii) Purchaser has complete unrestricted power to buy the
Property from the Seller and to execute any documents required to effectuate the
transfer.
ARTICLE VIII
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 Representations of the Parties. Seller warrants (which warranties
shall not survive settlement unless designated to the contrary) that as of the
date of closing hereof:
(A) That Seller, is the owner in fee simple of the Property and has
the power to convey same.
(B) That Seller is not subject to any other agreements or
arrangements, with the exception of those contained in any existing mortgage
documents which would prevent Seller from selling the Property to Purchaser.
This warranty shall survive for six months following closing.
(C) All necessary action has been taken by Seller to authorize the
execution of this Agreement and the performance of the obligations contemplated
hereunder, which are not excluded elsewhere in existing mortgage documents. This
warranty shall survive for six months following closing.
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(D) Seller has no actual knowledge and has not been advised in
writing that it is in default under any lease, rental agreement service or
equipment contract, or mortgage or other encumbrances relating to the Property.
This warranty shall survive for one year the following closing.
(E) Seller has no actual knowledge of any patent or latent defect in
the Property or any part thereof. This warranty shall survive for six months
following closing.
(F) Seller has no actual knowledge of any existing or threatened
litigation which relates to or which would affect the Property. This warranty
shall survive for six months following closing.
(G) Seller has entered into a contract for the construction of the
premises and has received warranties as set forth in Paragraph E on Page 8,
which is attached hereto as Exhibit F, and warrants to the Purchaser that said
warranties and guarantees are assignable to the Purchaser.
(H) The Property abuts on and has direct vehicular access to a
public road.
(I) All building and other improvements at the Property are located
entirely within the boundary lines of the Property.
(J) Seller has no actual knowledge that any part of the Property or
the operation of the Property, is in violation or may violate any governmental
statute, regulation, ordinance or building code or of any private restriction,
that any governmental authority requires any work to be done on or affecting the
Property, or that any governmental authority has expressed an intent to condemn
or to make special improvements for the benefit of the Property or any part
thereof. This warranty shall survive for six months following closing.
(K) That to the best knowledge of the Seller, the drainage within
the project is satisfactory and complies in all respects with all government
regulation. This warranty shall survive for six months following closing.
(L) That Seller is not a "foreign person" within the meaning of the
Internal Revenue Code of 1954, as amended (the "Code"), and that Seller will
furnish to Purchaser prior to closing an affidavit in form satisfactory to
Purchaser confirming the same.
(M) That to the best of Seller's knowledge, the Property was never
utilized as a disposal site for hazardous waste products and will furnish to
Purchaser an affidavit confirming same.
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(N) Seller covenants and agrees that, between this date and the date
of closing, Seller shall continue to maintain, operate and manage the Property
in a manner consistent with its prior practices, making every reasonable effort
to do nothing which might damage the reputation of the Property or the
relationships with the tenants. Seller shall not enter into a lease for a period
of more than one (1) year with any tenant and under no other terms other than
the normal rental agreement. If the leases of any tenants expire before thirty
(30) days after the date of closing, Seller shall, up to the date of closing and
without cost to the Purchaser, continue its normal course of operation with
respect to causing tenants to be obtained for apartments which are unrented.
8.2 Continuation of Representations, Warranties and Covenants to the
Date of Closing. If each of the warranties set forth in this section does not
remain true up to and including the time of closing as to any material matters,
this Agreement, at Purchaser's election, shall be terminated, Seller shall
return all payments made by Purchaser, or Purchaser may elect to close the sale
and waive failure of the warranties.
8.3 Breach of Representations, Warranties and Covenants. Notwithstanding
the provisions of 8.2 above, Seller shall indemnify Purchaser for all reasonable
direct, out of pocket costs incurred as a result of the willful failure of any
of Seller's representations, warranties or covenants contained herein to remain
true as of the date of closing, but in no event shall Seller's liability exceed
the amount of $25,000.
ARTICLE IX
CONDEMNATION; RISK OF LOSS
9.1 Property Damage. If, prior to closing, the Property is damaged by
fire or other casualty to an extent exceeding $150,000, Seller shall repair such
damage before the date provided herein for closing. If such damage cannot be
repaired by such time, this Agreement may be canceled at the option of the
Purchaser. In the event of cancellation as aforesaid, this Agreement shall
become null and void and the parties shall be released and all payments made
shall be returned. Should Purchaser elect to carry out this Agreement despite
such damage Seller shall assign to Purchaser all insurance proceeds arising from
such damage and will compensate Purchaser for deductible and lost rent
collections to the extent of insurance proceeds received. Seller shall promptly
notify Purchaser in writing upon the occurrence of any such damage.
9.2 Condemnation. In the event of any actual or threatened taking,
pursuant to the power of eminent domain, all or any part thereof, or any actual
or proposed sale in lieu thereof, the Seller shall give written notice thereof
to the Purchaser promptly after Seller learns or receives notice thereof. Upon a
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taking of a material part of the Property (any part of the building or more than
5% of the parking area), Purchaser may elect to either (a) terminate this
Agreement, in which event the Deposit shall be immediately returned to Purchaser
and all other rights and obligations of the parties hereunder shall terminate
immediately, or (b) to waive its right to terminate this Agreement and proceed
to closing, in which event all proceeds, awards and other payments arising out
of such condemnation or sale (actual or threatened) shall be paid to the
Purchaser at closing, if such payment has been received or Seller shall assign
to Purchaser the rights to such payments.
9.3 Risk of Loss. Prior to closing, all risks of loss or damage by every
casualty shall be borne by the Seller.
ARTICLE X
BROKER'S COMMISSION
10.1 Commission. Seller agrees to pay a brokerage fee to XXXXXXX & XXXX,
pursuant to a separate agreement between Seller and Brokers. Said brokerage fee
shall be deemed earned if, and only if, settlement occurs hereunder, and shall
not be deemed earned even if Purchaser and/or Seller wrongfully fail(s) to
consummate the purchase and sale herein contemplated. Purchaser shall not be
obligated for any brokerage fees to any broker, and Seller agrees to hold
Purchaser harmless in connection with such fees. Seller and Purchaser represent
and warrant to each other that no other brokerage fees are or shall be owing in
connection with this transaction or in any way with the Apartments and Seller
and Purchaser hereby indemnify and hold the other harmless from any and all
claims of any other person so claiming.
ARTICLE XI
DEFAULT
11.1 Default Defined. Default for the purpose of this Agreement shall
mean any failure by Seller or Purchaser to fulfill all the terms, conditions and
covenants contained herein, however, it shall not be an event of default for
either party to exercise its rights to terminate this contract as contained in
other provisions herein.
11.2 Seller's Default. Upon Seller's default, the Purchaser, at it's
election and as its sole remedies, may either (1) require specific performance
of Seller, (2) cancel this Agreement and obtain a prompt return of the deposit,
in which case this Agreement shall be terminated and the parties released from
all obligations hereunder, or (3) the Purchaser may waive such defaults and
proceed to settlement. Seller shall indemnify Purchaser up to a maximum amount
of $50,000 for any reasonable, direct, out of pocket costs incurred by Purchaser
if Purchaser
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elects to pursue its option (1) above, to include reasonable attorney fees.
11.3 Purchaser's Default. Upon Purchaser's default, this Agreement shall
be terminated and both parties released from all obligations hereunder, and the
deposit shall be retained by the Seller as liquidated damages. Seller shall have
no other remedy against Purchaser in the event of Purchaser's default.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Entire Agreement. This Agreement sets forth the entire
understanding between the parties; it supersedes all previous agreements and
representations which are deemed merged herein and may not be modified except in
writing.
12.2 Assignment. Purchaser may not assign this Agreement without the
consent of Seller except to Cornerstone Realty Income Trust, Inc.
12.3 Severability. If any provision, sentence, phrase or word of this
Agreement or the application thereof to any person or circumstances shall be
held invalid, the remainder of this Agreement or the application of such
provision, sentence, phrase, or word to persons or circumstances, other than
those as to which it is held invalid, shall remain in full force and effect.
12.4 Binding Effect. The parties to the Agreement mutually agree that it
shall be binding upon and inure to the benefit of their respective heirs,
representatives, successors in interest and assigns.
12.5 Controlling Law. It is the intent of the parties hereto that all
questions with respect to the construction of this Agreement and the rights and
liabilities of the parties shall be determined in accordance with the provisions
of the laws of the State set forth in Par. 1.1.
12.6 Counterparts. To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear in each counterpart
hereof, and it shall be sufficient that the signature on behalf of both parties
hereto appear on one or more such counterparts. All counterparts shall
collectively constitute a single contract.
12.7 Incorporation by Reference. All of the Exhibits referred to herein
and/or attached hereto shall be deemed to constitute a part of the Agreement.
12.8 Headings. The headings of the Articles and
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sections hereof are inserted for convenience only and shall not be deemed
to constitute a part of the Agreement.
12.9 Construction of Contract. Each party hereto have reviewed and
revised (or requested revisions of) this Agreement, and therefore the normal
rule of construction that any ambiguities are to be resolved against a
particular party shall not be applicable in the construction and
interpretation of this Contract or any amendments or exhibits hereto.
ARTICLE XIII
NOTICE
13.1 Notice. All notices required or permitted to be given under this
Agreement shall be in writing and shall be sent or delivered to the address
set forth below (or such other address as may be hereafter specified in
writing):
To Seller: WOODLAKE COMPANY LIMITED PARTNERSHIP
c/o Drucker & Xxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
With a copy to
Seller's Attorneys: Xxxxxx X. Xxxxxxx, Esq.
000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
To Purchaser: X. X. Xxxxxxx
Cornerstone Realty Group, Inc.
000 X. Xxxx Xxxxxx
Xxxxxxxx, XX 00000
With a copy to
Purchaser's Attorneys: Xxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxxxxxx
000 Xxxxxxxx Xx., X.X. Xxx 000
Xxxxxxxxxx, XX 00000
and
, NC
13.2 Delivery of Notice. Notices sent either by Registered or Certified
Mail, Return Receipt Requested, or by
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overnight express mail shall be deemed given when deposited in the United
States Mail, postage prepaid, or delivered to a reliable overnight courier.
Notices sent in any other manner shall be deemed given only when actually
delivered at the specified address.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed this day and date first written above.
SELLER:
WOODLAKE COMPANY LIMITED PARTNERSHIP
By: D&F,C, Real Estate Co., Woodlake, Inc., its general partner
By: /s/ Xxxxx X. Xxxx, Xx.
-----------------------------
Xxxxx X. Xxxx, Xx.
Its: President
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ X. X. Xxxxxxx
-----------------------------
Its: Senior Vice President
15
