ASSIGNMENT
OF
COMMERCIAL PURCHASE AND SALE CONTRACT
THIS ASSIGNMENT made and entered into this 16th day of
January, 2006, by and between AEI FUND MANAGEMENT, INC., a
Minnesota corporation, ("Assignor") and AEI INCOME & GROWTH FUND
25 LLC, a Delaware limited liability company.
WITNESSETH, that:
WHEREAS, on the 4th day of November, 2005, Assignor entered
into a Commercial Purchase and Sale Contract (referred to as the
"Agreement") for that certain property located at 0000 Xxxx Xxxxx
Xxxxxx Xxxx., Xxxxxxxxxxx, Xxxxx (the "Property") with Xxxxx-Xxxxx
Development Group, Ltd., Texas limited partnership, as Seller;
and
WHEREAS, Assignor desires to assign to AEI Income & Growth
Fund 25 LLC ("Assignee") all of Assignor's rights, title and
interest in, to and under the Agreement regarding the Property and
Assignee desires to assume all of Assignor's rights, title and
interest in, to and under the Agreement regarding the Property as
hereinafter provided
NOW, THEREFORE, for One Dollar ($1.00) and other good and
valuable consideration, receipt of which is hereby acknowledged,
it is hereby agreed between the parties as follows:
1. Assignor assigns all of its rights, title and interest
in, to and under the Agreement to Assignee, to have and to
hold the same unto the Assignee, its successors and assigns;
2. Assignee hereby assumes all rights, promises, covenants,
conditions and obligations under the Agreement to be
performed by the Assignor thereunder, and agrees to be bound
for all of the obligations of Assignor under the Agreement.
All other terms and conditions of the Agreement shall remain
unchanged and continue in full force and effect.
ASSIGNOR:
AEI FUND MANAGEMENT, INC.,
a Minnesota corporation
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
[SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]
ASSIGNEE:
AEI INCOME & GROWTH FUND 25 LLC,
a Delaware limited liability company
By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its Managing Member
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
COMMERCIAL PURCHASE AND SALE CONTRACT
Advance Auto Parts
This Purchase and Sale Contract ("Agreement") is entered into
this 4 day of November, 2005, between XXXXX-XXXXX DEVELOPMENT
GROUP, LTD., a Texas Limited Partnership, (hereinafter referred
to as "Seller") and AEI FUND MANAGEMENT, INC., a Minnesota
corporation, or its assigns ("Buyer"). The date on which the last
party hereto executes this Agreement is hereafter referred to as
the "Effective Date".
Seller is the owner of that certain real property, and
improvements thereon, referred to as Advance Auto Parts
generally located at 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx in the
City of Brownsville, County of Cameron, State of Texas, and
more particularly described on Exhibit "A "attached hereto and
incorporated herein (the "Property").
The Property shall also include Seller's interests in the
following items:
1. Any and all privileges and appurtenances pertaining to the
Property, including any right, title and interest of Seller in or
to adjacent streets, easements, alleys or right(s)-of-way;
2. Any and all trade names used in connection with the Property;
3. All personal property utilized by Seller in the operation of
the Property that is currently located on the Property;
4. All of Seller's interest in and rights and obligations under
the Lease dated February 7 , 2005, by and between Seller and
Advance Stores Company, Incorporated, a Virginia corporation (the
"Tenant"), providing for the use and occupancy of the Property
(the "Lease"), and all rents prepaid for any period subsequent to
the Closing date (defined below); and
5. To the extent assignable by Seller and not previously
assigned to Tenant as required under the Lease, all of the
following, if any, relating solely to the Property; (1)
warranties, guaranties, indemnities, and claims (all subject to
Seller's reservation of its rights with respect to claims
thereunder which arise from facts or circumstances existing prior
to the Closing Date or during any period when Seller remains
liable to Tenant or Buyer with respect to the Property), (2)
plans, drawings, specifications, surveys, engineering reports, and
other technical information, and (3) other property (real,
personal, or any other) relating to the leasing, maintenance,
service, or operation of the Property, or the Lease (such
assignment to be subject to Seller's reservation of its rights
with respect to claims thereunder which arise from facts or
circumstances existing prior to the Closing Date or during any
period when Seller remains liable to Tenant or Buyer with respect
to the Property).
Save and Except; any Oil, Gas, and other Minerals which have not
been previously reserved. Said Oil, Gas, and other Minerals, if
any, will be reserved by Seller.
All of the Property shall be sold, conveyed, and assigned to
Buyer at Closing (defined below) free and clear of all liens
except for the lien of real property taxes not yet due and
payable, and subject to the Permitted Encumbrances (defined
below).
TERMS AND CONDITIONS
For the mutual covenants contained in this Agreement, Seller
agrees to convey the Property to Buyer, and Buyer agrees to
purchase the Property from Seller, on the following terms and
conditions:
1) PURCHASE PRICE: The total purchase price for the Property is
One Million, Five Hundred Forty Four Thousand, Five Hundred
Dollars($1,544,500) (the "Purchase Price").
2) XXXXXXX MONEY DEPOSIT: Within two (2) business days after the
Effective Date of this Agreement, Buyer shall deposit $25,000.00
(the "Xxxxxxx Money") in an interest bearing account with First
American Title Insurance Company, 0000 Xxxxxxx Xxxxx, 000 Xxxxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the "Closing Agent") in its
capacity as escrow agent in one or more fully insured accounts of
Federally insured banking or savings institution(s), pursuant to
the terms of this Agreement.
If this Agreement is timely terminated pursuant to any right
contained herein, the Xxxxxxx Money shall be immediately
returned to Buyer. With the removal of the contingencies set
forth in Paragraph(s) 4 and 8 hereof, or any other right of
termination herein reserved to Buyer, and if this Agreement
is not terminated prior to expiration of the Feasibility
Period (as defined below), Buyer shall deposit an additional
$25,000.00 with the Closing Agent, increasing the Xxxxxxx
Money to $50,000.00 and the entire Xxxxxxx Money shall be non-
refundable. The entire Xxxxxxx Money, any additions thereto
and any interest earned thereon, shall be credited to the
Purchase Price at the Closing Date (as defined below), unless
otherwise provided herein. If Buyer fails to timely deliver
the additional Xxxxxxx Money deposit, Seller may, at Seller's
option, terminate this Agreement by delivering a written
termination notice to Buyer.
If for any reason this Agreement is terminated prior to the
expiration of the Feasibility Period, or the Second
Feasibility Period (as defined below) if such occurs, then
the Xxxxxxx Money and any interest accrued thereon shall be
immediately returned to Buyer. If the transaction
contemplated hereby proceeds to Closing, the Xxxxxxx Money
shall be paid to Seller at Closing and Buyer shall receive a
credit against the Purchase Price payable hereunder in the
amount of the Xxxxxxx Money plus interest accrued thereon. If
the Buyer does not terminate this Agreement as set forth
herein, or as allowed in Paragraphs 4, 8, 9, 14, 15, and 37
hereof, or otherwise as expressly allowed hereunder, then the
Xxxxxxx Money shall thereafter be deemed non-refundable
(except to the extent any of the contingencies to Buyer's
performance hereunder (including without limitation, Seller's
performance of its obligations hereunder) shall not be
satisfied).
Buyer has paid Seller $0.00 as independent consideration for
Buyer's right to terminate by tendering such amount directly
to Seller or Seller's agent. If Buyer terminates under this
paragraph, the deposit will be refunded to Buyer and Seller
will retain the independent consideration. The independent
consideration will be credited to the sales
price upon closing of the sale, if Buyer does not terminate
within the time required. In the event of termination,
pursuant to the terms and rights contained herein, Buyer to
return all due diligence to broker within 5 calendar days.
The balance of the Purchase Price in cash is to be deposited
by Buyer into an escrow account with the Closing Agent on or
before the Closing Date.
3) CLOSING DATE: Closing of this transaction shall occur within
fifteen (15) business days following the expiration of the
Feasibility Period (as defined below), or to the extent
additional time is needed to review the Updated Survey per
Paragraph 4(B), whichever is latter (the "Closing Date"). If
either party fails to close by the Closing Date, the non-
defaulting party may exercise the remedies set forth in
Paragraph 15.
A. At closing, Seller will execute and deliver, at Sellers
expense, a special warranty deed, in form and substance as
agreed upon by Seller and Buyer during the Feasibility
Period. The deed must include a vendor's lien if any part of
the sales price is financed. The deed must convey good and
indefeasible title to the Property and show no exceptions
other than those permitted under Paragraph 4 or any other
provisions of the Agreement. Seller must convey the Property
at closing:
1. with no liens, assessments, or Uniform Commercial Code or
other security interest against the Property which will not be
satisfied out of the sales price, unless the Buyer is assuming
existing loans;
2. without any assumed loans in default; and
3. with no persons in possession of any part of the Property as
lessees, tenants at sufferance, or trespassers except tenants
under the written leases assigned to Buyer under this Agreement.
B. On or before the Closing Date, Seller, at Seller's
expense, will also deliver:
1. tax statements showing no delinquent taxes on the Property;
2. a Xxxx of Sale with warranties to title conveying title, free
and clear of all liens, to any personal property defined as part
of the Property above, or sold under this Agreement, in form and
substance as agreed upon by Seller and Buyer during the
Feasibility Period;
3. an Assignment and Assumption of Lease in the form attached
hereto and incorporated herein as Exhibit "B" (the "Assignment and
Assumption of Lease");
4. to the extent that the following items are assignable, an
Assignment and Assumption of Warranties, Guaranties, Indemnities
and Intangibles (the form of said Assignment and Assumption of
Warranties, Guaranties, Indemnities and Intangibles shall be in
the form attached hereto and incorporated herein as Exhibit "C" to
Buyer of the following items as they relate to the Property or its
operations:
(a) licenses and permits;
(b) maintenance, management, and other contracts;
(c) warranties and guaranties; and
(d) consent to such warranties and guaranties, in the event
that assignment of such is prohibited.
5. evidence that the person executing this Agreement is legally
capable and authorized to bind Seller; and
6. Owner's/Seller's Affidavit, in form and substance as agreed
upon by Seller and Buyer during the Feasibility Period;
7. FIRPTA Affidavit, in form and substance as agreed upon by
Seller and Buyer during the Feasibility Period;
8. Estoppel from Tenant, in form and substance as defined in the
Lease. Buyer must decide during the Feasibility Period if this
form is satisfactory to Buyer.
9. The original Lease and any and all documentation modifying
the Lease, including but not limited to, assignments, amendments,
and letter agreements;
10. Any notices, statements, certificates, affidavits, releases,
and other documents required by this Agreement, the title
commitment, or applicable law that is necessary for the closing of
the sale and the issuance of the title policy;
11. an Owner's Policy of Title Insurance issued by the Title
Company in the amount of the Sales Price dated at or after the
Closing, insuring Buyer against all loss under the Title Policy,
subject only to only permitted exceptions approved by Buyer during
the Feasibility Period by Buyer pursuant to Paragraph 4;
12. Certificate of Insurance of Lessee naming Buyer as additional
insured and/or loss payee, as required by the Lease;
13. A project cost letter, signed by Seller, itemizinq in
percentages totaling 100%, the following costs: land acquisition,
building construction, and site work.
Until Closing, Seller will operate the Property in the same
manner as on the Effective Date and will not transfer or
dispose of any of the personal property described in this
Agreement or to be sold under this Agreement before Closing
that is not authorized by separate agreement.
C. On or before the Closing Date, Buyer will:
1. deposit the Purchase Price with the Closing Agent;
2. deliver evidence that the person executing this Agreement is
legally capable and authorized to bind Buyer;
3. execute and deliver any notices, statements, certificates, or
other documents required by this Agreement, Title Company, or law
necessary to close the sale.
D. Seller represents to Buyer that to the best of its knowledge,
all real estate taxes and installments of special assessments due
and payable on or before the Closing Date have been or will be
paid in full as of the Closing Date. It is understood between
Seller and Buyer that all unpaid levied and pending special
assessments are paid by the Lessee and shall be the responsibility
of the Lessee under the Lease after the Closing Date.
In the event Lessee does not pay any special assessments or
real estate taxes that are the responsibility of the Lessee
under the Lease, Seller and Buyer agreed to each pay its
prorata share of said assessments or taxes as of the Closing
Date.
The Buyer and the Seller, as of the Closing Date, shall
prorate: (i) all rent due under the Lease, if any, (ii) ad
valorem taxes, personal property taxes, charges or
assignments affecting the Property (on a calendar year
basis), (iii) utility charges, including charges for water,
gas, electricity, and sewer, if any, (iv) other expenses
relating to the Property which have accrued but not paid as
of the Closing Date, based upon the most current
ascertainable tax xxxx and other relevant billing
information, including any charges arising under any of the
encumbrances to the Property. To the extent that information
for any such proration is not available on the Closing Date
or if the actual amount of such taxes, charges or expenses
differs from the amount used in the prorations at closing,
then the parties shall make any adjustments necessary so that
the prorations at closing are adjusted based upon the actual
amount of such taxes, charges or expenses. The parties agree
to make such reprorations as soon as possible after the
actual amount of real estate taxes, charges or expenses
prorated at closing becomes available. This provision and the
respective obligations of the parties shall survive closing.
E. SALES EXPENSES:
1. Seller's Expenses: Seller will pay for the following
costs, at or before closing, unless otherwise designated
herein:
a) any and all costs associated with obtaining any releases
of existing liens, other than those liens assumed by Buyer,
including prepayment penalties and recording fees:
b) any and all costs associated with obtaining a release of
Seller's loan liability, if applicable;
c) any and all costs associated with obtaining any tax
statements or certificates and any and all costs associated
with bring all real estate taxes current except those due
and payable in the year of closing and payable by Tenant
under the Lease;
d) any and all costs associated with the preparation of the
Deed and any Xxxx of Sale as described in Paragraph 3;
e) any and all costs associated with obtaining the updated
title commitment/search and exam fee;
f) any and all costs associated the Owner's Title policy
premium;
g) one-half of any and all costs of any escrow fee;
h) one-half of any and all costs of the transfer taxes and/or
transfer fees;
0) one-half of any and all costs associated with the
recording of the Deed and Assignment and
Assumption of Lease;
j) any and all costs to record any documents to cure title
objections that Seller must cure;
k) any and all costs associated with the assignment of
warranties and guaranties described in Paragraph 3(B)(4)
or the costs associated with obtaining the consent to such
assignments where required;
I) any and all costs relating to any brokerage
commissions; and
m) any and all other expenses that Seller will pay
under other provisions of this Agreement.
2. Buyer's Expenses: Buyer will pay for the following
costs, at or before closing:
a) one-half of any and all costs of the transfer taxes and/or
transfer fees,
b) one-half of any and all costs associated with the
recording of the Deed and Assignment and Assumption of Lease;
c) one-half of any and all costs of any escrow fee;
d) any and all costs associated with obtaining Buyer's
required title policy endorsements;
e) any and all costs of the updating and certifying the Due
Diligence Documents unless otherwise designated herein to
be paid by Seller; and
f) any and all other expenses that Buyer will pay under other
provisions of this Agreement
Each party will pay its own attorneys' fees
incurred during this transaction.
4) TITLE AND SURVEY:
A. Title. Seller shall order upon the Effective Date of this
Agreement, at its sole expense, a commitment for an ALTA
Owner's Policy of Title Insurance (most recent edition)
issued by the Closing Agent (the "Title Company"), insuring
marketable title in the Property, subject only to such
matters as Buyer may approve and contain such endorsements as
Buyer may require that are available for a property in Texas,
including extended coverage and owner's comprehensive
coverage (the "Title Commitment"). The Title Commitment shall
show Seller as the present fee owner of the Property and show
Buyer as the fee owner to be insured.
The Title Commitment shall also include:
a) an itemization of all outstanding and pending special
assessments and an itemization of taxes affecting the Property and
the tax year to which they relate;
b) shall state whether taxes are current and if not, show the
amounts unpaid;
c) the tax parcel identification numbers and whether the tax
parcel includes property other than the Property to be purchased.
All easements, restrictions, documents and other items
affecting title shall be listed in Schedule "B" of the Title
Commitment. Copies of all instruments creating such
exceptions must be attached to the Title Commitment
Buyer shall be allowed ten (10) business days after receipt
of the Title Commitment and copies of all underlying
documents or until the end of the Feasibility Period,
whichever is later to be consistent with Article 8 hereof,
for examination and the making of any objections thereto,
said objections to be made in writing or deemed waived. If
any objections are so made, the Seller shall be allowed
thirty (30) days to cure such objections or in the
alternative to obtain a commitment for insurable title
insuring over Buyer's objections. If Seller shall decide to
make no efforts to cure Buyer's objections, or is unable to
obtain insurable title within said thirty (30) day period,
this Agreement shall be null and void and of no further force
and effect (and the Xxxxxxx Money shall be returned in full
to Buyer immediately and neither party shall have any further
duties or obligations to the other hereunder).
The Buyer shall also have five (5) business days to review
and approve any easement, lien, hypothecation or other
encumbrance placed of record affecting the Property after the
date of the Title Commitment. If necessary, the Closing Date
shall be extended by the number of days necessary for the
Buyer to have Five (5) business days to review any such
items. Such Five (5) business day review period shall
commence on the date the Buyer is provided with a legible
copy of the instrument creating such exception to title.
The Seller agrees to inform the Buyer of any item executed by
the Seller placed of record affecting the Property after the
date of the Title Commitment. If any objections
are so made, the Seller shall be allowed thirty (30) days to
cure such objections or in the alternative to obtain a
commitment for insurable title insuring over Buyer's
objections. If Seller shall decide to make no efforts to cure
Buyer's objections, or is unable to obtain insurable title
within said thirty (30) day period, this Agreement shall be
null and void and of no further force and effect (and the
Xxxxxxx Money shall be returned in full to Buyer immediately
and neither party shall have any further duties or
obligations to the other hereunder).
B. Survey: Within two (2) business days from receipt of
Seller's existing ALTA survey, Buyer shall, at its sole
expense, order an updated as-built ALTA Survey (the "Updated
Survey").
Prior to the expiration of the Feasibility Period, or within
seven (7) business days from receipt of the Updated Survey,
whichever occurs latter, Buyer shall specify in writing any
survey matters to which Buyer reasonably objects. If Buyer
fails to object within this time period, all of Buyer's
survey objections shall be deemed to be waived and the
Xxxxxxx Money shall be deemed non-refundable. If Buyer
objects to any survey matter(s), Seller shall, within five
(5) business days after receipt of Buyer's survey objections,
deliver to Buyer written notice that either (i) Seller will,
at Seller's expense, attempt to remove the survey matter(s)
to which Buyer has objected before the Closing Date or (ii)
Seller is unwilling or unable to eliminate said matter(s). If
Seller fails to so notify Buyer or is unwilling or unable to
remove any such matter(s) by the Closing Date, Buyer may
either (i) elect to terminate this Agreement and receive back
the entire Xxxxxxx Money, in which event Buyer and Seller
shall have no further obligations under this Agreement; or,
alternatively, (ii) Buyer may elect to purchase the Property
hereunder subject to such matter(s).
5) NOTICES:
A. SPECIAL ASSESSMENT DISTRICTS: If the Property is
determined to be situated within a utility district or other
statutorily created district providing water, sewer,
drainage, or flood control facilities and services, Chapter
49 of the Texas Water Code requires Seller to deliver to
Buyer as part of the title documents the required written
notice ("MUD Notice") and Buyer agrees to acknowledge receipt
of the MUD Notice in writing prior to the Closing Date. The
MUD Notice shall set forth the current tax rate, the current
bonded indebtedness and the authorized indebtedness of the
district, and must comply with all other applicable
requirements of the Texas Water Code. If the Property is
subject to mandatory membership in a property owner's
association, Seller shall notify Buyer of the current annual
budget of the property owners' association, and the current
authorized fees, dues and/or assessments relating to the
Property. Buyer and Seller hereby agree and acknowledge that
Agent shall have no responsibility for determining whether
the Property is in any such district, nor the compliance by
any party with the requirements applicable to such property.
If applicable, Buyer, Seller and their respective legal
advisors shall prepare and execute an appropriate Addendum to
this Agreement as they deem necessary.
B. TIDALLY INFLUENCED PROPERTY: If the Property abuts the
tidally influenced waters of the state, Section 33.135 of the
Texas Natural Resources Code requires a notice regarding coastal
area property to be included in this Agreement. Buyer and Seller
hereby agree and acknowledge that Agent shall have no
responsibility for determining whether the Property is a tidally
influenced property, nor the compliance by any party with the
requirements applicable to such property. If applicable, Buyer,
Seller, and their respective legal advisors shall prepare and
execute an appropriate Addendum to this Agreement as they deem
necessary.
C. ABSTRACT: At the time of the execution of this Agreement,
Buyer acknowledges that Agent has advised and hereby advises
Buyer, by this writing, that Buyer should have the abstract
covering the Property examined by an attorney of Buyer's own
selection or that Buyer should be furnished with or obtain a
policy of title insurance.
D. DISCLOSURE OF REAL ESTATE LICENSURE: NONE
E. INTRACOASTAL WATERWAY: If the property is located seaward of
the Gulf Intracoastal Waterway, Section 61.025, Texas Natural
Resources Code, requires a notice regarding the seaward location
of the Property to be included as part of this Agreement.
F. MOLD/ALLERGEN ADVISORY: Buyer is advised of the possible
presence within properties of toxic (or otherwise illness-causing)
molds, fungi, spores, pollens and/or other botanical substances
and/or allergens (e.g. dust, pet dander, insect material, etc.).
These substances may be either visible or invisible, may adhere to
walls and other accessible and inaccessible surfaces, may be
embedded in carpets or other fabrics, may become airborne, and may
be mistaken for other household substances and conditions.
Exposure carries the potential of possible health consequences.
Agent strongly recommends that Buyer contact the Texas Department
of Health for further information on this topic. Buyer is advised
to consider engaging the services of an environmental or
industrial hygienist (or similar, qualified professional) to
inspect and test for the presence of harmful mold, fungi, and
botanical allergens and substances as part of Buyer's physical
condition inspection of the Property, and Buyer is further advised
to obtain from such qualified professionals information regarding
the level of health-related risk involved and the advisability and
feasibility of eradication and abatement. Buyer is expressly
cautioned that Agent has no expertise in this area and is,
therefore, incapable of conducting any level of inspection of the
Property for the possible presence of mold and botanical
allergens. Buyer acknowledges that Agent has not made any
investigation, determination, warranty or representation with
respect to the possible presence of mold or other botanical
allergens, and Buyer agrees that the investigation and analysis of
the foregoing matters is Buyer's sole responsibility and that
Buyer shall not hold Agent responsible therefore.
6) MATERIAL FACTS:
To the best of Seller's knowledge and belief: (Check (1) or
(2) only)
1) Seller is not aware of any material defects to the
Property except as stated in the attached Commercial Property
Condition Statement.
_X 2) Seller is not aware of any of the following,
except as described otherwise in this Agreement:
a) any subsurface: structures, pits, waste, springs, or
improvements;
b) any pending or threatened litigation, condemnation, or
assessment affecting the Property;
c) any environmental hazards or conditions that affect the
Property;
d) whether the Property is or has been used for the storage or
disposal of hazardous materials or toxic waste, a dump site or
landfill, or any underground tanks or containers;
e) whether radon, asbestos insulation or fireproofing, urea-
formaldehyde foam insulation, lead based paint, toxic mold
(to the extent that it adversely affects the health of ordinary
occupants), or other pollutants or contaminants of any nature
now exist or ever existed on the Property;
f) whether wetlands, as defined by federal or state law or
regulation, are on the Property;
g) whether threatened or endangered species or their habitat are
on the Property; and
h) any material physical defects in the improvements on the
Property.
7) INTENTIONALLY OMITTED.
8) INSPECTION CONTINGENCIES:
8.1) DUE DILIGENCE DOCUMENTS: Within three (3) business days
after the Effective Date, Seller will deliver to Buyer, at
Seller's sole expense, the following items to the extent that
the items are in Seller's possession or readily available to
Seller. Seller shall notify Buyer, in writing, that any item
not delivered is not in Seller's possession or readily
available to Seller.
a) Copy of existing Phase I Environmental Report;
b) Copy of existing Geotechnical Soils Report;
c) Copies of Seller's existing Owner's Title Policy for the
Property, with its underlying exception documents;
d) Copy of existing MAI appraisal;
e) Copy of the Lease and all of its amendments thereto,
including but not limited to: any amendments, memorandum of
lease, commence agreement, assignments, letter agreements,
or current estoppel letter and/or certificate, and Tenant's
letters approving any items as required in the Lease,
including but not limited to, items set forth on Exhibit
"B" of the Lease;
f) Copy of existing ALTA Survey property (prior to construction
of the Advance Auto Parts improvements).
g) Copy of existing building plans and specifications for the
Advance Auto Parts improvements;
h) Copy of the Certificate of Occupancy and a copy of the
Certificate of Substantial Completion executed by the project
architect and/or general contractor for the improvements located
on the Property;
i) Copies of any and all permits or license issued for the
Property;
j) Copy of current real estate tax statements for the Property;
k) Copy of Tenant's existing insurance policy, or insurance
certificate, for the Property;
I) Copy of any zoning information concerning the
Property;
m) A rent accounting for the last twelve (12) months showing
when Seller received each check from Tenant;
n) Proposed Special Warranty Deed; and
0) Copies of any and all warranties (including but not
limited to, warranties relating to the roof, HVAC
system, plumbing system, and electrical system) as
required in the Lease.
(All of the above-described documents (a) through (o) are
hereinafter collectively the "Due Diligence Documents").
8.2) INSPECTIONS, STUDIES, OR ASSESSMENTS:
a) Buyer shall have until the end of the fifteenth (15th )
business day after the receipt of the last of the Due
Diligence Documents, (the "Feasibility Period") to complete
or to cause to be completed any and all site inspections,
studies, or assessments of the
Property, including all improvements and fixtures.
Inspections, studies, or assessments may include, but are
not limited to:
(i) physical property inspections (for example, Updated Survey,
structural pest control, mechanical, structural, electrical and
plumbing inspections);
(ii) economic feasibility studies;
(iii) environmental assessments (for example, soil tests, air
sampling, and paint sampling);
(iv) engineering studies; and
(v) compliance inspections (for example, compliance determination
with zoning ordinances, restrictions, building codes, and
statutes).
(b)Seller, at Seller's expense, will turn on all utilities ne
cessary for Buyer to make
inspections, studies, or assessments.
(c) Buyer must:
(i) employ only trained and qualified inspectors and
assessors;
(ii) notify Seller, in advance, of when the inspectors or
assessors will be on the Property;
(iii) abide by any reasonable entry rules or requirements
that Seller may require;
(iv) not interfere with existing operations or occupants of the
Property; and
(v) restore the Property to its original condition if altered
due to inspections, studies, or assessments that Buyer
completes or causes to be completed.
(d) Except for those matters that arise from the negligence
of Seller or Seller's agents, Buyer is responsible for any
claim, liability, encumbrance, cause of action, and expense
resulting from Buyer's inspections, studies, or assessments,
including any property damage or personal injury. Buyer will
indemnify, hold harmless, and defend Seller and Seller's
agents against any claim involving a matter for which Buyer
is responsible under this paragraph.This paragraph survives term
ination of this Agreement.
(e) Prior to the expiration of the Feasibility Period, Seller
shall have provided to Buyer, at its sole expense, any and
all closing documents as required herein, including but not
limited to the documents set forth in Paragraph 3(B)(4), and
the Seller and Buyer shall have agreed on the form of said
closing documents.
8.3) FEASIBILITY PERIOD AND RIGHT TO TERMINATE:
a) As soon as available, but in no event later than at least ten
(10) business days prior to the Closing Date (the "Second
Feasibility Period"), Seller shall deliver to Buyer any documents
or written summary of facts known to Seller that materially change
or render incomplete, invalid, or inaccurate any of the Due
Diligence Documents (the "Additional Due Diligence Documents").
Buyer shall have ten (10) business days to examine and to accept
all of the Additional Due Diligence Documents. Upon Buyer's
review, Buyer may terminate this Agreement if any of the
Additional Due Diligence Documents are not acceptable to Buyer, in
its sole discretion, by delivering a termination notice, as
provided herein, to Seller and Closing Agent. Such notice shall be
deemed effective upon receipt by Seller. If the Buyer so
terminates this Agreement, the Xxxxxxx Money shall be returned in
full to Buyer immediately and thereafter neither party shall have
any further duties or obligations to the other hereunder.
It shall be a condition precedent to Buyer's obligations to
close hereunder that there have been no material changes in
any of the information reflected in the Due Diligence
Documents and Additional Due Diligence Documents after the
date of such document and prior to closing.
Until this Agreement is terminated or the Closing has
occurred, Seller shall deliver to Buyer any documentation
that comes in Seller's possession that modifies any Due
Diligence Documents or Additional Due Diligence Documents,
including the Lease, or could render any Due Diligence
Documents or Additional Due Diligence Documents materially
inaccurate, incomplete or invalid. The Buyer shall, in any
event, have five (5) business days before the Closing Date to
review any such document and, if necessary, the Closing shall
be extended by the number of days necessary for the Buyer to
have five (5) business days to review any such document or
documents.
b) Buyer may terminate this Agreement for any reason within
Feasibility Period by providing Seller with written notice of
termination. If Buyer does not terminate this Agreement on or
before the expiration of the Feasibility Period, all matters shall
be deemed acceptable and all such conditions satisfied and/or
waived and the Xxxxxxx Money shall be non-refundable to Buyer and
Closing Agent shall release the Xxxxxxx Money to Seller, except:
in the event of Seller's default, based upon receipt of materially
adverse information as set forth in Paragraph 8.3(a); or except as
otherwise set forth herein, in which case the Xxxxxxx Money shall
be returned to Buyer.
c) This Agreement may be terminated prior to closing at Buyer's
option (and the Xxxxxxx Money returned to Buyer in full
immediately) in the event of any of the following occurrences:
1. Seller fails to comply with any of the terms hereof;
2. A default exists in any material financial obligation of
Seller or Lessee;
3. Any representation made or contained in any submission from
Seller or Lessee, or in the Due Diligence Documents, proves to be
untrue, substantially false or misleading at any time prior to the
Closing Date;
4. There has been a material adverse change in the financial
condition of Lessee or there shall be a material action, suit or
proceeding pending or threatened against Seller which affects
Seller's ability to perform under this Agreement or against Lessee
which affects its respective abilities to perform under the Lease;
5. Any bankruptcy, reorganization, insolvency, withdrawal, or
similar proceeding is instituted by or against Seller or Lessee;
6. Seller or Lessee shall be dissolved, liquidated or wound up;
7. Lessee does not remain in possession of the Property and/or
commence paying rent under the Lease by the Closing Date;
8. Notice given by Buyer pursuant to Paragraphs 4, 8, 9, 14, 15,
and 37 hereof.
8.4) CURRENT OPERATIONS: After Buyer's right to terminate under
Paragraph 8 expires, Seller may not enter into, amend, or
terminate any other contract that affects the operations of
the Property without Buyer's prior written approval. Seller
will continue to operate the Property in its normal course of
business, including routine maintenance, payment of insurance
premiums, and other day-to-day obligations.
9) REPRESENTATIONS AND WARRANTIES.
9A) SELLER'S REPRESENTATIONS AND WARRANTIES: Seller
represents and warrants as of this date and to the best of
Seller's knowledge after due inquiry that:
(a) Except for this Agreement and the Lease between Seller and
Tenant, it is not aware of any other agreements or leases with
respect to the Property.
(b) Seller has all requisite power and authority to consummate
the transaction contemplated by this Agreement and has by proper
proceedings duly authorized the execution and delivery of this
Agreement and the consummation of the transaction contemplated
hereunder.
(c) It does not have any actions or proceedings pending, which
would materially affect the Property or Lessee or Guarantor,
except matters fully covered by insurance;
(d) The consummation of the transactions contemplated hereunder,
and the performance of this Agreement and the delivery of the
warranty deed to Buyer, will not result in any breach of, or
constitute a default under, any instrument to which Seller is a
party or by which Seller may be bound or affected;
e) All of Seller's covenants, agreements, and
representations made herein, and in any and all
documents which may be delivered pursuant hereto, shall
survive the delivery to AEI of the warranty deed and
other documents furnished in accordance with this
Agreement, and the provision hereof shall continue to
inure to Buyer's benefit and its successors and assigns;
(f) The Property is in good condition, substantially undamaged by
fire and other hazards, and has not been made the subject of any
condemnation proceeding;
(g) The use and operation of the Property now is in full
compliance with applicable local, state and federal laws,
ordinances, regulations and requirements;
(h) Seller has not caused or permitted any, and to the best of
Sellers knowledge after due inquiry, the Property is not in
violation of any federal, state or local law, ordinance or
regulations relating to industrial hygiene or to the environmental
conditions, on, under or about the Property, including, but not
limited to, soil and groundwater conditions. There is no
proceeding or inquiry by any governmental authority with respect
to the presence of hazardous materials on the Property or the
migration of hazardous materials from or to other property;
(i) These Seller's representations and warranties deemed to be
true and correct as of the Closing Date. If the Seller shall
notify Buyer of a change in its representation and warranties
prior to the Closing Date, the Buyer shall get five (5) business
days to review such change and terminate this Purchase Agreement
if Buyer deems necessary. If Buyer so terminates this Agreement,
the Xxxxxxx Money shall be returned in full to Buyer immediately.
These representations and warranties shall survive the
closing.
9B). Buyer's Representations and Warranties. Buyer represents
and warrants to Seller that:
(a) Buyer has all requisite power and authority to consummate the
transaction contemplated by this Agreement and has by proper
proceedings duly authorized the execution and delivery of this
Agreement and the consummation of the transaction contemplated
hereunder;
(b) To Buyer's knowledge, neither the execution and delivery of
this Agreement nor the consummation of the transaction
contemplated hereunder will violate or be in conflict with any
agreement or instrument to which Buyer is a party or by which
Buyer is bound;
These Buyer's representations and warranties deemed to be
true and correct as of the Closing Date and shall survive the
closing.
10). "AS IS" CONDITION OF PROPERTY: AS A MATERIAL PART OF THE
CONSIDERATION FOR THIS AGREEMENT, SELLER AND BUYER AGREE THAT
EXCEPT FOR THE EXPRESS REPRESENTATIONS IN THIS AGREEMENT AND
WARRANTIES PROVIDED FROM OR TRANSFERRED FROM SELLER TO BUYER
AT CLOSING, BUYER IS TAKING THE PROPERTY "AS IS" WITH ANY AND
ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY
BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE.
BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
REPRESENTATION, STATEMENT,
ASSERTION OR NONASSERTION BY SELLER OR SELLER'S AGENTS WITH
RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON
ITS OWN EXAMINATION OF THE PROPERTY, EXCEPT FOR THE
WARRANTIES AND REPRESENTATIONS OF SELLER AS OTHERWISE SET
FORTH HEREIN.
11). SELLER EXCHANGE: Buyer agrees to cooperate should Seller
elect to sell the Property as part of a like-kind exchange
under IRC Section 1031. Seller's contemplated exchange shall
not impose upon Buyer any additional liability or financial
obligation, and Seller agrees to hold Buyer harmless from any
liability that might arise from such exchange. This Agreement
is not subject to or contingent upon Seller's ability to
acquire a suitable exchange property or effectuate an
exchange. In the event any exchange contemplated by Seller
should fail to occur, for whatever reason, the sale of the
Property shall nonetheless be consummated as provided herein.
12). POST-CLOSING COVENANTS/LICENSE:
a) For a period of one (1) year after Tenant accepts possession
of the Premises (as defined in the Lease), Seller shall be and
remain responsible for completing any warranty or other work
("hereafter, warranty work") are required by the landlord under
Section 2, Xxxxx of the Lease. In the event that Seller fails to
comply with said cure and warranty obligations, Buyer may, after
giving thirty (30) days written notice to Seller and Seller having
failed to commence and diligently pursue to completion curative
action within said time period, proceed to remedy such default on
its own and shall have recourse against Seller for any expenses
incurred thereby. Neither payment nor acceptance of the Purchase
Price nor any provision in this Agreement will be deemed to
constitute a waiver by Buyer of Seller's responsibility under this
Paragraph. This Paragraph and all provisions contained therein
shall survive the Closing. The obligations of the Seller pursuant
to this Section shall continue beyond the one-year period
specified herein as to warranty work required by the landlord
pursuant to the Lease if such defect is discovered during the one-
year warranty period and is not cured by the Seller within that
one-year warranty period. In other words, defects which arise or
exist prior to the date of expiration of the one-year warranty
period must be cured and corrected by the Seller even thought the
curing or corrective action may not be commenced or completed
until after the date of expiration of the one-year warranty
period.
b) Buyer grants to Seller an irrevocable license to go upon the
Property to complete all of the initial construction work and any
warranty work required by landlord under this Section and perform
any and all tasks or take any and all acts necessary to complete
said work. This license shall expire and may only be terminated
upon completion of said work required by landlord under this
Paragraph. This Paragraph shall survive Closing.
Seller's Initials:/s/ DM Buyer's Initials:
13). RISK OF LOSS: Risk of loss to the Property shall be borne by
Seller until title has been conveyed to Buyer or Buyer's
designee. In the event that the improvements on the Property
are destroyed or materially damaged between the Effective
Date of this
Agreement and the Closing Date, Buyer shall have the option
of demanding and receiving back the Xxxxxxx Money, with the
parties being released from all obligations of this
Agreement, or, alternatively, taking such improvements as
Seller can deliver. Seller shall pay all deductible amounts
that are due under the insurance policy and assign all
insurance proceeds to Buyer and credit the amount of the
deductible due under the insurance policy and will give
Buyer a credit against the sales price at closing. Upon
Buyer's removal of all inspection contingencies set forth in
this Agreement relating to the condition of the Property,
Seller shall maintain the Property through the Closing Date
in substantially the same condition and repair as approved
by Buyer, reasonable wear and tear excepted.
14). CONDEMNATION: If before closing, condemnation proceedings
are commenced against any part of the Property, Buyer may:
1. terminate this Agreement by providing written notice to
Seller within 15 days after Buyer is advised of the condemnation
proceedings and the xxxxxxx money, less any independent
consideration under Paragraph 2, will be refunded to Buyer; or
2. appear and defend the condemnation proceedings and any award
will, at Buyer's election, belong to:
(a) Seller and the sales price will be reduced by the same
amount; or
(b) Buyer and the sales price will not be reduced.
15). DEFAULT:
A. If Buyer fails to comply with this Agreement, Buyer is
in default and Seller may:
(1) terminate this Agreement and receive the Xxxxxxx
Money, and its accrued
interest, as liquidated damages, thereby releasing the
parties from this
Agreement, or pursue any available remedy at law or
equity.
B. If, without fault, Seller is unable within the time
allowed to deliver the estoppel certificate or the
commitment, Buyer may:
(1) terminate this Agreement and receive the xxxxxxx money, less
any independent consideration under Paragraph 2, as the sole
remedy; or
(2) extend the time for performance up to Thirty (30)
calendar days and the closing will be extended as necessary (up to
Thirty (30) calendar days).
C. Except as provided in Paragraph 15(B), if Seller fails
to comply with this Agreement, Seller is in default and Buyer
may:
(1) terminate this Agreement and receive the xxxxxxx
money, less any independent consideration under
Paragraph 3, as liquidated damages, thereby releasing
the parties from this Agreement, or pursue any available
remedy at law or equity.
16) ESCROW:
A. If both parties make written demand for the Xxxxxxx Money,
Closing Agent may require payment of unpaid expenses incurred on
behalf of the parties and a written release of liability of
Closing Agent from all parties.
B. If one party makes written demand for the Xxxxxxx Money,
Closing Agent will give notice of the demand by providing to the
other party a copy of the demand. If Closing Agent does not
receive written objection to the demand from the other party
within seven (7) business days after the other party's receipt of
Closing Agent's notice, Closing Agent may disburse the xxxxxxx
money to the party making demand, reduced by the amount of unpaid
expenses incurred on behalf of the party receiving the Xxxxxxx
Money and Closing Agent may pay the same to the creditors.
C. Closing Agent will deduct any independent consideration under
Paragraph 3 before disbursing any Xxxxxxx Money to Buyer and will
pay the independent consideration to Seller.
D. If Closing Agent complies with this Paragraph 16, each party
hereby releases Closing Agent from all claims related to the
disbursal of the xxxxxxx money.
E. Notices under this Paragraph 16 must be sent by certified
mail, return receipt requested; by a nationally recognized courier
service guaranteeing overnight delivery to the party at his or its
address set forth below, or to such other address as such party
may hereafter designate by written notice to the other party; or
by facsimile copy transmission with printed confirmation of
receipt thereof. Notices to Closing Agent are effective upon
receipt by Closing Agent. Any notice given by facsimile
transmission shall be followed by a hard copy or by hand delivery.
17). ROLLBACK TAXES
If Seller changes the use of the Property before Closing or
if a denial of the special evaluation of the Property claimed
by Seller results in the assessment of additional taxes,
penalties, or interest for periods before Closing, the
assessments will be the obligation of the Seller. This
paragraph 17 shall survive the Closing.
18). INTENTIONALLY OMMITTED.
19). OTHER BROKERS: Buyer and Seller agree that, in the event any
broker, other than the Listing Broker (as defined in Paragraph 36
herein) or a broker affiliated with the Listing Broker, is
involved in the disposition of the Property, Listing Broker shall
have no liability to Buyer, Seller or other person or entity, for
the acts or omissions of such other broker, who shall not be
deemed to be a subagent of Listing Broker.
20). INTENTIONALLY OMMITTED.
21). INTENTIONALLY OMMITTED.
22). INTENTIONALLY OMMITTED.
23). INTENTIONALLY OMMITTED.
24). SUCCESSORS & ASSIGNS: This Agreement and any addendum hereto
shall be binding upon and inure to the benefit of the heirs,
successors, agents, representatives and assigns of the parties
hereto.
25). ATTORNEYS' FEES: In any dispute arising out of this Agreement
or the transaction contemplated herein, the prevailing party shall
be entitled to recover its reasonable attorneys' fees, experts'
fees and costs, including costs of arbitration or other legal
proceeding, in addition to any other relief to which that party
may be entitled.
26). TIME: Time is of the essence of this Agreement. The parties
require strict compliance with the times for performance. If the
last date to perform under a provision of this Agreement falls on
a Saturday, Sunday or legal holiday, the time for performance is
extended until 5:00 p.m. the next day which is not a Saturday,
Sunday or legal holiday.
27). NOTICES: All notices provided or permitted to be given under
this Agreement must be in writing and may be served by depositing
the same in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return
receipt requested; by delivering the same in person to such party;
by reputable overnight courier delivery; or by facsimile copy
transmission with printed confirmation of receipt thereof. Notice
given in accordance herewith shall be effective upon delivery to
the address of the addressee. Any notice given by facsimile
transmission shall be followed by a hard copy or by hand delivery.
For purposes of notice, the addresses of the parties shall be as
follows:
If to Xxxxx-Xxxxx Development
Seller: Group, LTD. Attn: Xxxx Xxxxx
0000 X XxXxxx Xxxx
XxXxxxx, XX 00000
Phone No: 000-000-0000
Fax No: 000-000-0000
Email: xxxxxx0000@xxx.xxx
If to AEI Fund Management, Inc.
Buyer: 00 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxx, Director
of Acquisitions Phone No.: (651)
000-0000
Fax No.: (000) 000-0000
Email: xxxxxx@xxxxxxxx.xxx
with a copy to:
Xxxxxxx X. Xxxxxxxxx
Xxxxxxxxx Law Firm
0000 Xxxxx Xxxxx Xxxxx
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx XX 00000
Phone No.: 000-000-0000
Fax No.: 000-000-0000
Email: xxxxxxxxxxxxxxxx.xxx
Should the date upon which any act required to be performed by
this Agreement fall on a Saturday, Sunday or holiday, the time
for performance shall be extended to 5:00 p.m. the next
business day.
28). FOREIGN INVESTOR DISCLOSURE: Seller and Buyer agree to
execute and deliver any instrument, affidavit or statement, and to
perform any act reasonably necessary to carry out the provisions
of the Foreign Investment in Real Property Tax Act and regulations
promulgated thereunder.
29). INTENTIONALLY OMMITTED.
30). GOVERNING LAW: This Agreement shall be construed under and
governed by the laws of the State of Texas and, unless otherwise
provided herein, all obligations of the parties hereunder are to
be performed in the county where the Property is located.
31). NON-DISCRIMINATION: Buyer and Seller acknowledge that it is
illegal for either Seller, Buyer or Agent to refuse to lease or
sell to any person on the basis of, without limitation, race,
color, religion, national origin, sex, age, marital status or
physical disability.
32). INTEGRATION AND SURVIVAL: This Agreement contains the entire
understanding and agreement between Buyer and Seller concerning
the subject matter herein, and supercedes any and all prior
agreements, understandings, promises and representations, whether
written or oral, between the Buyer and Seller, concerning the
subject matter hereof. There are no other understandings, oral or
written, which in any way alter or enlarge the terms of this
Agreement, and there are no warranties or representations with
respect to the Property or this Agreement of any nature
whatsoever, either express or implied, except as set forth herein.
Should any provision of this Agreement or portion thereof be
deemed illegal, invalid or otherwise unenforceable, then to the
maximum extent permitted by law, the remainder of the Agreement
shall remain valid and binding as between the parties.
33). INTENTIONALLY OMMITTED.
34). INTENTIONALLY OMMITTED.
35). INTENTIONALLY OM M TTED.
36). BROKERS: The Brokers (the "Listing Broker') to this sale are
as follows:
Marcus & Millichap
Real Estate Investment
Brokerage Co. Agent: Xxxxx
X. Xxx
00000 X. Xxxxxx Xxxxxxx
Xxxxx #000
Xxxxxx, Xxxxx 00000
Phone: 000-000-0000
The Listing Broker represents the Seller only. Seller shall
pay any and all real estate commission due and payable to
Listing Broker through a Separate Agreement.
37). MISCELLANEOUS.
a. This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the essence.
This Agreement will not be construed for or against a party
whether or not that party has drafted this Agreement. If there is
any action or proceeding between the parties relating to this
Agreement, the prevailing party will be entitled to recover
attorney's fees and costs. This is an integrated agreement
containing all agreements of the parties about the Property and
the other matters described, and it supersedes any other agreement
or understandings. Exhibits attached to this Agreement are
incorporated into this Agreement.
b. If the transaction contemplated hereunder does not close by
the Closing Date, through no fault of Buyer, Buyer may either, at
it election, extend the Closing Date, exercise any remedy
available to it by law, or terminate this Agreement and receive
its Xxxxxxx Money (less the option consideration) back in full
immediately.
c. This Agreement shall be assignable by Buyer, at its option,
in whole or in part, in such manner as Buyer may determine, to an
affiliate of affiliates of Buyer.
d. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.
e. Seller and Buyer agree that if it is Seller's responsibility
to continue liability under the Lease with regard to any Landlord
warranty of construction, Seller will provide, in a form
acceptable to Buyer, an indemnification of warranty construction
for the Property. Seller will further assist Buyer in obtaining an
Estoppel from the Tenant pursuant to the Lease. Failure to satisfy
this provision shall not be grounds for specific enforcement but
shall be a condition precedent to Buyers obligation to close
hereunder and grounds for termination of this Purchase Agreement;
upon termination for Seller's failure to satisfy this condition
precedent, Buyer shall be entitle to the immediate return of its
Xxxxxxx Money and interest.
38). EXPIRATION: This offer to Purchase by Buyer shall expire if
not executed by Seller and returned to Buyer on or before
November 11, 2005. Unless, within 5 business days after the
date of execution of this Contract by the first party, this
Contract is accepted by the other party by signing the offer
and delivering a fully executed copy to the first party, the
offer of this Contract will be deemed automatically
withdrawn, and the Xxxxxxx Money, if any, will be promptly
returned to Purchaser.
SELLER:
XXXXX-XXXXX DEVELOPMENT GROUP LTD
A Texas limited partnership
By: DSL Management
a Texas limited liability company
Its General Partner
By: /s/ Xxxx Xxxxx
Name Xxxx Xxxxx
Its: President
Date: November 7th, 2005
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
SIGNATURES TO CONTINUE ON FOLLOWING PAGE
BUYER:
AEI FUND MANAGEMENT, INC a
Minnesota corporation
By: /s/ Xxxxxx X Xxxxxxx
Name: Xxxxxx X Xxxxxxx
Title: President
Date: November 10, 2005
EXHIBIT A
Legal Description
LOT TWO (2) BLOCK ONE (1) M-L 802 AND 48 SUBDIVISION, A SUBDIVISION IN THE
CITY OF BROWNSVILLE, CAMERON COUNTY TEXAS, ACCORDING TO THE MAP THEREOF
RECORDED IN CABINET 1, SLOT 0000 X XXX XXXXXXX XX XXXXXXX XXXXXX, XXXXX
