LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT
Exhibit 10.1
This Agreement is made and entered into as of January 27, 2009, by and between Call Now, Inc., a
Nevada corporation (“Seller”), and Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx as Joint Tenants with
Right of Survivorship (“Purchaser”), with respect to a limited partnership interest in Cambridge at
Auburn, LP, a Texas limited partnership (“the “Partnership”).
RECITALS
WHEREAS, Seller owns 100% of the Limited Partner interest in the Partnership which represents
95% of the total capital of the Partnership; and
WHEREAS, the Partnership owns a student residential rental housing property in Auburn,
Alabama; and
WHEREAS, the Partnership is operated pursuant to a Limited Partnership Agreement dated
November 30, 2006 between Seller as the limited partner and MS REALTY INVESTMENTS VII, LTD., a
Texas limited partnership, as general partner, as amended by Amendment No. 1 dated October 4, 2007
(collectively, the “Partnership Agreement”); and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, a Limited Partnership
Interest in the Partnership and become a limited partner of the Partnership upon and subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, Seller and Purchaser agree as follows:
1. Purchase and Sale of the Limited Partnership Interest. Purchaser agrees to purchase
from Seller and Seller agrees to sell, transfer, assign, convey and deliver to Purchaser at the
Closing provided for herein a limited partnership interest (the “Limited Partnership Interest”) in
the Partnership in the amount of 23.2446% of the Partnership interest of Seller. Such sale,
transfer and assignment include 23.2446% of the rights of the Seller in the profits, losses,
distributions and capital of the Partnership.
2. Purchase Price and Payment for the Limited Partnership Interest. The purchase price for
the Limited Partnership Interest shall be $400,000.00 (the “Purchase Price”), being an amount
agreed upon by the Purchaser and Seller to be the value of the Limited Partnership Interest being
acquired by the Purchaser from the Seller.
3. Consent of General Partner and Admission as a Limited Partner. It shall be a condition
to the closing of the transaction herein that, (a) the general partner of the Partnership has
consented to the sale and transfer of the Limited Partnership Interest from Seller to Purchaser and
the admission of the Purchaser as a limited partner of the Partnership substantially in accordance
1
with the form annexed hereto as Exhibit A (the “GP Consent”) and (b) the Board of Directors of
Seller have duly consented to the purchase and sale herein (the “Seller Consent”).
4. Closing. Closing of the purchase and sale of the Limited Partnership Interest shall
take place at the office of the Seller within two (2) business days after the Purchaser has
received the executed GP Consent and the Seller Consent. At the closing the Purchaser will execute
and deliver a copy of the GP Consent and pay the Purchase Price to the Seller. In the event the
purchase and sale transaction has not closed by January 30, 2009 then the purchase and sale
transaction herein shall be null and void and the Purchaser shall promptly return any consent
received to the delivering party.
5. Representations, Covenants and Warranties of Seller. Seller hereby represents,
warrants and covenants to Purchaser as follows:
(a) Seller has the authority to execute and deliver this Agreement and to consummate the sale
of the Limited Partnership Interest contemplated hereby, subject only to the consent of the general
partner of the Partnership. This Agreement constitutes the valid and binding agreement of Seller,
and is enforceable against Seller in accordance with its terms.
(b) Seller knows of no requirement to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory authority as a condition to
the lawful consummation by Seller of the sale of the Limited Partnership Interest contemplated
hereby.
(c) There are no actions (including litigation), proceedings or investigations pending, or to
Seller’s knowledge, threatened, or any verdicts or judgments entered against Seller by any court or
any administrative agency that might have a material adverse effect on this transaction.
(d) The Seller is the sole owner of the Limited Partnership Interest being sold and
transferred under this agreement, free and clear of any and all liens or encumbrances, and will
defend the same against all claims and demands of all persons.
(e) The Limited Partnership Interest being sold to Purchaser herein is not subject to any
restrictions, other than transfer restrictions pursuant to applicable securities laws and the
Partnership Agreement.
6. Representations, Covenants and Warranties of Purchaser. Purchaser hereby represents,
warrants and covenants to Seller as follows:
(a) This Agreement constitutes the valid and binding agreement of Purchaser, enforceable
against Purchaser in accordance with its terms.
2
(b) Purchaser knows of no requirement to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory authority as a condition to
the lawful consummation by Purchaser of the transactions contemplated by this Agreement.
(c) There are no actions (including litigation), proceedings or investigations pending, or to
Purchaser’s knowledge, threatened, or any verdicts or judgments entered against Purchaser by any
court or any administrative agency that might have a material adverse effect on this transaction,
financial or otherwise.
(d) Purchaser is a sophisticated investor with knowledge and experience in business and
financial matters and is capable of evaluating the merits and risks of an investment in the Limited
Partnership Interest. Purchaser is able to bear the economic risk and lack of liquidity inherent in
owning the Limited Partnership Interest. Purchaser has reviewed the terms of the Limited
Partnership Agreement including the allocation of profit, losses and cash flows to the partners
therein.
(e) Purchaser has conducted a due diligence investigation of the Partnership. In the course
of such investigation the Purchaser was offered access to the Partnership’s financial books and
records, tax returns, reports, mortgages, management agreements, documents and assets and the
opportunity to ask questions of, and to receive information from the general partner of the
Partnership and all such questions and requests for information have been answered to the full
satisfaction of the Purchaser.
7. Miscellaneous.
(a) Seller and Purchaser shall, at any time after the Closing upon the request of the either
party or the Partnership, execute and deliver such documents or instruments of conveyance or
assignment or take such other action that is reasonably necessary to complete the transfer of the
Limited Partnership Interest contemplated by this Agreement.
(b) Each of the parties hereto shall bear the costs of their respective counsel and all other
fees and costs related thereto. The parties shall hold each other harmless from any other
obligation for the payment of any finders fees or commissions in connection with the transactions
contemplated by this Agreement.
(c) No provision of this Agreement may be modified and the performance or observance thereof
may not be waived except by written agreement of the parties affected hereby. No waiver of any
violation or non-performance of any provision of this Agreement shall be deemed to be a waiver of
any subsequent violation or non-performance of the same or any other provision of this Agreement.
(d) This Agreement, the performance of the parties hereunder and any disputes related hereto
shall be governed by the laws of the State of Texas. The parties hereto agree that all actions or
proceedings arising in connection with this Agreement shall be tried and litigated exclusively in
the State and Federal courts located in the County of Bexar, State of Texas. If any
3
of the parties shall initiate a legal proceeding to enforce its rights hereunder, the
prevailing party in such legal proceedings shall be entitled to recover from the other party all
costs, expenses and reasonable attorneys’ fees incurred in connection with such proceedings.
(e) This Agreement and the exhibit attached to this Agreement constitute the final, complete,
and exclusive statement of the terms of the agreement between the parties pertaining to the subject
matter of this Agreement and shall supersede all prior and contemporaneous understandings or
agreements of the parties. This Agreement may not be contradicted by evidence of any prior or
contemporaneous statements or agreements. No party has been induced to enter into this Agreement
by, nor is any party relying on, any representation, understanding, agreement, commitment or
warranty outside those expressly set forth in this Agreement.
(f) This Agreement may be executed in two or more counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which together shall be deemed to be one
and the same agreement. A signed counterpart of this Agreement may be delivered by fax machine or
electronic mail and shall be binding to the same extent as a counterpart with an original
signature. Any party who delivers such a signed counterpart agrees to later deliver an original
signed counterpart to any party which requests it.
AGREED TO AND ACCEPTED as of the date first above written.
| CALL NOW, INC. | ||||||
By:
|
/s/ Xxxxxxxxxxx X. Xxxx | /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxxxxxxx X. Xxxx Chairman |
Xxxxxx X. Xxxxxxx | |||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||||
| Xxxxxxx X. Xxxxxxx | ||||||
4
