EXHIBIT 99.1
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(Form S-3)
AGREEMENT TO ASSIGN SALES CONTRACT
AND DEVELOPMENT DOCUMENTS
18.22 Acre Parcel, Aurora, Illinois
THIS AGREEMENT TO ASSIGN SALES CONTRACT AND DEVELOPMENT DOCUMENTS
(hereinafter this "AGREEMENT"), is made and entered into as of the 16th day
of January, 1996, between BRISTOL CHICAGO DEVELOPMENT CORP. (hereinafter
called "ASSIGNOR") and AMLI RESIDENTIAL PROPERTIES L.P., a Delaware limited
partnership (hereinafter called "ASSIGNEE").
A. Assignor is the purchaser under that certain Real Estate Sales
Contract, dated March 7, 1995, by and among Assignor, Wil-Freds
Developments, Inc. and Xxxxxx Bank Naperville, as trustee under Trust
Agreement dated August 9, 1973 a/k/a Trust No. 1689 (herein, Wil-Freds
Developments, Inc. and Xxxxxx Bank Trust No. 1689 are collectively referred
to as the "CONTRACT SELLER"), as amended by that certain letter agreement
dated April 4, 1995, that certain letter agreement dated August 15, 1995
and that certain letter agreement dated January 3, 1996 (such agreement, as
amended, being herein called the "SALES CONTRACT" and being attached hereto
as EXHIBIT A).
B. Pursuant to the Sales Contract, and subject to the terms and
conditions therein set forth, Assignor has the right to acquire
approximately 18.22 acres in Aurora, DuPage County, Illinois (the
"PROPERTY") as described in Exhibit A to the Sales Contract. Terms used
herein and not otherwise defined herein shall have the meanings given such
terms in the Sales Contract.
C. Subject to the terms and conditions hereof, Assignor desires to
assign to Assignee all of Assignor's right, title and interest (i) to
purchase the Property including without limitation, Assignor's rights in
and to the Sales Contract (the "PURCHASE RIGHTS") and (ii) in and to all
existing plans, drawings, specifications, permits, licenses, governmental
approvals, development rights, Regulatory Approvals (defined below),
agreements (with governmental bodies, architects, engineers, consultants or
other persons or entities) and other materials related to the development
of the Property (the "DEVELOPMENT RIGHTS"; all written materials evidencing
the Development Rights are called the "DEVELOPMENT DOCUMENTS" and are more
particularly described on EXHIBIT B attached hereto) as a 272-unit luxury
multifamily community known as Aurora Crossing Apartments (the "PROJECT"),
and Assignee desires to accept such assignment and to assume and agree to
perform, subject to the terms and conditions hereof, all of the Purchaser's
duties, obligations and liabilities under the Sales Contract and the
Development Documents.
AGREEMENT:
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NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged:
1. AGREEMENT TO PURCHASE AND SELL. Assignee agrees to accept and
Assignor agrees to contribute the Purchase Rights and the Development
Rights for the consideration and subject to the terms and conditions set
forth in this Agreement.
2. CONTRIBUTION. The value of the Purchase Rights and the
Development Rights (the "EXCHANGE AMOUNT") is $540,000, to be paid to
Assignor as consideration for the contribution and assignment to Assignee
of the Purchase Rights and the Development Rights. On the Closing Date
(as defined below) the Exchange Amount shall be payable entirely in the
form of operating units of Assignee and the Xxxxxxx Money will be refunded
to Assignee at closing. The number of operating units to be delivered to
Assignor will be calculated based upon the closing price on the New York
Stock Exchange of the common shares of Amli Residential Properties Trust on
the first business day prior to the Closing Date. Such operating units
shall be convertible at any time into an equal number of shares of Amli
Residential Properties Trust. In the event, upon conversion, such shares
are "restricted securities" (i.e., unregistered), and remain so for 90 days
after the conversion by Assignor, then Assignor shall have the right to put
such shares to Assignee for cash in an amount based on the number of shares
so put, multiplied by the closing price on the New York Stock Exchange for
such shares as of the first business day prior to the date of exercise of
the put, and the cash shall be paid to Assignor within thirty (30) days of
receipt of written notice to Assignor of such put.
3. REIMBURSEMENT OF COSTS. Upon the closing of this transaction,
Assignee agrees to reimburse Assignor for certain acceptable third party
costs incurred by Assignor related to the development of the Project
through the date hereof. The exact amount of the reimbursement will be
determined by the parties prior to closing and shall be payable in cash.
Prior to and as a condition of such reimbursement, Assignor shall provide
to Assignee an estoppel or letter (substantially in the form of EXHIBIT X-
0, X-0 or C-3 attached hereto, as the case may be) from such third parties
confirming the work performed under their respective agreements, the
amounts paid to such third parties and the amount remaining to be paid to
such third parties.
4. XXXXXXX MONEY. Assignee shall deposit $50,000 in cash as
xxxxxxx money (the "XXXXXXX MONEY") within three (3) business days
following the later of execution of this Agreement (the "CONTRACT DATE")
and the satisfaction of the conditions set forth in Section 12 hereof, in a
strict joint order escrow account (the "ESCROW") with Chicago Title
Insurance Company (the "TITLE INSURER"), as escrow trustee, with such funds
to be deposited in an insured interest bearing account designated by
Assignee. The Xxxxxxx Money shall thereafter be non-refundable to Assignee
provided Assignor fulfills its obligations under this Agreement and all
conditions precedent have been satisfied or waived. Upon closing of the
purchase and sale of the Property to Assignee pursuant to Section 5(e)
below, Assignee will cause the xxxxxxx money posted by Assignor as
purchaser under the Sales Contract to be refunded to Assignor, including
any interest accrued thereon.
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5. CONDITIONS PRECEDENT TO ASSIGNEE'S OBLIGATION TO CLOSE.
Assignee's obligation to purchase the Purchase Rights and the Development
Rights shall be subject to the following conditions precedent (the
"CONDITIONS PRECEDENT"), any of which may be waived by Assignee.
a. FEASIBILITY CONTINGENCY. Assignee shall have until
January 16th, 1996 (the "REVIEW PERIOD"), or such later date as mutually
agreed to by the parties to perform a feasibility analysis of the Property.
During this time Assignee will conduct and review soil tests, engineering,
planning, site planning, utilities, wetlands, environmental risk, title,
survey and other reviews determined to be necessary by the Assignee. In
addition, Assignee shall review the costs proposed to be reimbursed by
Assignee pursuant to SECTION 3 above. If Assignee determines, in its sole
discretion, that the Property is not suitable for development by Assignee,
or Assignor and Assignee are unable to agree upon the costs to be
reimbursed, then Assignee shall have the right to terminate this Agreement
by delivering written notice thereof to Assignor at any time prior to the
end of the Review Period, in which case the Xxxxxxx Money shall be promptly
refunded to Assignee and this Agreement shall be terminated. If Assignee
fails to so notify Assignor, then Assignee shall be deemed to have waived
this feasibility contingency and this Agreement shall remain in full force
and effect, subject to the Regulatory Approvals (as defined below)
contingency and other contingencies set forth herein and therein.
b. REGULATORY APPROVALS CONTINGENCY. On or prior to the
Closing Date, Assignee shall ascertain costs and the existence and
transferability of all governmental approvals (the "REGULATORY APPROVALS")
required to develop the Property for the use detailed in the Development
Documents.
The Regulatory Approvals shall include (without limitation) the
following:
i. Evidence of planned unit development, preliminary
plat and preliminary plan, and final plat and final plan approval of the
Project from the City of Aurora (the "CITY") including a copy certified by
the City of the ordinances granting such approvals and of all plans,
agreements and other submissions on which such approval is based;
ii. recordation of a final plat of subdivision for the
Property;
iii. issuance of a building permit for the construction
of (i) all grading, site work, roadwork, utilities, and other
infrastructure serving or required to be built in connection with the
Project, and (ii) pool area, recreation center and first planned
residential buildings, together with evidence satisfactory to Purchaser
(which may be in the form of a letter from the City) that all building,
engineering and other plans for the balance of the Project have been
approved, that the City is ready to issue a building permit for such
construction upon the payment of
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specified permit fees, and identifying specifically by latest
revision date all plans approved by the City upon which permits have been
or may be issued;
iv. evidence of the amount of DuPage County ("COUNTY")
impact fees which will be assessed against the Project, which evidence may
be in the form of a letter from the County;
v. if any of the roads adjoining or serving the
Property are not City roads, then issuance of a curb cut and other
applicable construction permits by the authority controlling such roads
(e.g., County, IDOT) permitting the construction of all curb cuts, de-
acceleration or acceleration lanes, turn lanes, or other improvements
required to be constructed in connection with the Project;
vi. evidence (which may consist of issuance of the
applicable permit or a letter from the Project's civil engineer SDI
Consultants, Ltd. (the "ENGINEER")) that all permits for tap on and service
of the Project with water and sanitary sewer in sufficient capacities
either have been issued by,or will be available upon payment of specific
permit and tap on fees to, all applicable authorities including the Fox
Metropolitan Water Reclamation District and the IEPA;
vii. an agreement with the school, park, fire, police,
library and any other applicable districts specifying the amount of impact
fees payable to each, or other evidence (such as a letter from the
applicable district) of the amount of or absence of these fees or other
applicable impact fees, land donations or other similar payment or donation
obligations;
viii. written and recorded easement agreements for any
utility lines or improvements (such as storm ponds) not located entirely
within the Property;
ix. a certificate from the Engineer and Bloodgood Xxxxx
Xxxxxx Architects & Planners, Inc. (the "ARCHITECT") in the form of
EXHIBITS C-1 and C-2 attached hereto and additionally addressing other
matters which Assignee may reasonably request.
Such Regulatory Approvals shall be in form and substance acceptable
to Assignee. If Assignee determines, in its sole discretion, that the
Property does not have the appropriate Regulatory Approvals for development
of the Project by Assignee, then Assignee shall have the right to terminate
this Agreement by delivering written notice thereof to Assignor at any time
prior to the Closing Date, in which case the Xxxxxxx Money shall be
promptly refunded to Assignee and this Agreement shall be terminated.
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c. CONSTRUCTION CONTRACT CONTINGENCY. On or prior to the
Closing Date, Assignee shall have received a binding bid to enter into a
construction general contract in form and substance and with a contractor
acceptable to Assignee. It is understood that from and after the date
hereof, Assignee and Assignor shall mutually cooperate in attempting to
achieve such a contract at a mutually agreed upon guaranteed maximum price.
Assignee and Assignor shall be represented by Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
("SNR") in negotiating such a contract and the reasonable attorneys' fees
of SNR in so doing shall be paid equally by Assignee and Assignor. In
addition, to the extent SNR certifies that the work performed by them prior
to the date hereof in connection with the Contract Seller's construction
contract can be utilized in connection with the subsequent contract, their
certified fees with respect to such work shall be deemed a reimbursable
cost pursuant to SECTION 3 hereof. Assignor shall be the principal
negotiator of the contract, but drafts shall be mutually reviewed and to
the maximum extent possible the suggestions of Assignee shall be raised in
the negotiations and covered in such drafts. In the event that this
condition is not satisfied on or prior to the Closing Date, then Assignee
shall have the right to terminate this Agreement by delivering written
notice to Assignor any time on or prior to the Closing Date, in which case
the Xxxxxxx Money shall be promptly refunded to Assignee and this Agreement
shall be terminated.
d. INSPECTION. Assignee and its agents and contractors
shall have (and Assignor shall cause the Contract Seller to provide)
unlimited access to the Property prior to the Closing Date, including the
right to take soil tests and borings. Assignee shall repair any damage
caused by its entry and shall indemnify, defend and hold Assignor and
Contract Seller harmless with respect to any damage to the Property or
injury to any person caused by Assignee, its agents, employees or
contractors in connection with its investigations of the Property.
e. CLOSING OF SALES CONTRACT. Assignee and Assignor shall
not be obligated to close this Agreement unless the Contract Seller under
the Sales Contract has performed all of its obligations thereunder and
Assignor is prepared to proceed with the Closing of the Sales Contract in
the manner described in SECTION 8. In the event that this condition is not
satisfied on or prior to the Closing Date then Assignee shall have the
right to terminate this Agreement at any time on or prior to the Closing
Date, in which case the Xxxxxxx Money shall be promptly refunded to
Assignee and this Agreement shall be terminated. Notwithstanding the
foregoing, in the event that the reason that the Closing is not occurring
is because of the failure of the Contract Seller to perform under the Sales
Contract, than Assignee shall have the following additional options in lieu
of terminating this Agreement, which options must be exercised by notice to
Assignor within five (5) business days after the scheduled Closing Date.
Assignee may extend this Agreement up to an additional 60 days during which
time Assignor shall use commercially reasonable efforts, excluding the
pursuit of legal action, to enforce the Sales Contract against the Contract
Seller. Alternatively, Assignee may close the exchange by paying the
Exchange Value and receiving assignments of the Purchase
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Rights and Development Rights, in which event Assignee may pursue
legal remedies against the Contract Seller in the Sales Contract directly,
and Assignor shall have no further interest therein. If Assignee chooses
the extension option and the Sales Contract is not closing at the end of
the extension, then at such time Assignee may choose by notice to Assignor
within five (5) business days after an expiration of the extension period
either to terminate (and receive a refund of the Xxxxxxx Money) or to
complete the exchange as set forth in the prior sentence.
6. CONVEYANCE. On the Closing Date, Assignor shall contribute and
assign all the Purchase Rights and the Development Rights to Assignee or
its designee pursuant to an Assignment and Assumption Agreement (the
"ASSIGNMENT") in the form of EXHIBIT D attached hereto. The Assignment of
the Purchase Rights shall be consented to by the Contract Seller. The
Assignment of the Development Rights shall be consented to by consultants
and contractors who are parties to the Development Documents.
7. SURVEY AND TITLE COMMITMENT. Assignor shall deliver to
Assignee within seven (7) business days from the date hereof, a current
ALTA plat of survey of the Property dated no earlier than six months prior
to the Contract Date, certified to Assignee and the Title Insurer and
meeting the minimum standard detail requirements of ALTA/ACSM adopted in
1992 as well as a commitment for an ALTA Owner's Title Insurance Policy
Form B-June, 1987 from the Title Insurer with respect to the Property,
dated after the Contract Date. Assignor shall consult with and obtain
written approval from Assignee, which approval shall not be unreasonably
withheld, of any notice or determination required to be given or made to
Contract Seller with regard to objections to title or survey matters under
the Sales Contract. Assignee shall approve or disapprove all matters of
title and survey within the Review Period. All costs of the survey that
exceed those provided for in the Sales Contract shall be paid by Assignor
and all costs of the title commitment and policy that exceed those provided
for in the Sales Contract shall be paid by Assignee.
8. CLOSING. If the conditions precedent set forth herein are
either satisfied or waived by Assignee as evidenced by written notice to
Assignor, and Assignor is prepared to go forward with the Closing (as
defined in the Sales Contract) with the Contract Seller, then the closing
under this Agreement shall take place on a date (the "CLOSING DATE")
specified by Assignee, which date shall not be less than eleven (11) days
after such notice and shall not be more than twenty-seven (27) days
following the end of the Review Period, provided, however, the Closing Date
shall be no later than March 15, 1996. The closing under this Agreement
and the Sales Contract shall take place simultaneously, and the closing
under this Agreement shall be conditioned upon the Closing under the Sales
Contract. The Assignment shall be delivered to the Contract Seller at the
Closing under the Sales Contract, and all conveyances under the Sales
Contract shall be made directly to Assignee, provided that the delivery of
the Assignment to the Contract Seller shall not be effective unless and
until the Closing under the Sales Contract has taken place, unless Assignee
elects under SECTION 5(e) above to pursue remedies directly against the
Contract Seller. At the request of either party, the transactions shall be
closed through an
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escrow with the Title Insurer at its downtown Chicago office, with each
party to pay one-half of such escrow fees.
9. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor
represents and warrants to Assignee as of the date hereof and as of the
Closing Date (as defined below) that:
a. a true, accurate and complete copy of the Sales Contract
is attached hereto as EXHIBIT A, and the Sales Contract has not been
modified or amended;
b. a true, accurate and complete list of the Development
Documents is attached hereto as EXHIBIT B;
c. Assignor is the absolute owner of the Purchase Rights and
the Development Rights and has the right to assign the Purchase Rights and
the Development Rights;
d. Assignor has not given or received any notice of default
or breach under the Sales Contract or Development Documents, and to
Assignor's knowledge, no such default or breach exists and no event or
circumstance exists which with the giving of notice or passage of time or
both would constitute a default or breach under the Sales Contract or
Development Documents by any party thereto;
e. The Purchase Rights and the Development Rights are free
of any lien or charge and are not subject to any assignment, transfer, or
hypothecation;
f. Assignor has been duly organized and is validly existing.
Assignor has the full right and authority and has obtained any and all
consents required therefor to enter into the Sales Contract, the
Development Documents and this Agreement and consummate or cause to be
consummated the sale and assignments contemplated therein and herein. The
persons signing the Sales Contract, the Development Documents and this
Agreement on behalf of Assignor are authorized to do so. The Sales
Contract, the Development Documents and this Agreement have been properly
authorized and executed and constitute the valid and binding obligations of
Assignor, enforceable in accordance with their terms;
g. There is no agreement to which Assignor is a party or
binding on Assignor which is in conflict with the Sales Contract, the
Development Documents or this Agreement;
h. There is no action or proceeding pending or, to
Assignor's knowledge, threatened against the Assignor which challenges or
impairs Assignor's ability to execute, deliver or perform this Agreement;
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i. The Property is zoned to permit the uses contemplated by
the Project and Assignor has obtained the Regulatory Approvals specified in
Section 5(b)(i)-(viii) above, and, to Assignor's knowledge, such approvals
are all those necessary for the construction of the Project other than
issuance of building, construction or curb cut permits, which permits are
available upon payment of the fees listed under clause (k) below.
j. Assignor has delivered to Assignee a true and complete
copy of all plans, agreements, ordinances or other written materials
entered into with, or issued or approved by the City, any utility provider,
local school, park or other district or other governmental body in
connection with the Property and Project and Regulatory Approvals, and at
closing will deliver such permits referred to in Section 5.b.iii;
k. To Assignor's knowledge, based on Assignor's due
investigation and inquiry, a true, accurate and complete list of all fees exceeding $300
assessed or likely to be assessed by any governmental entity or utility
provider associated with the Project (including without limitation, all
such permit fees, impact fees, review fees, inspection fees, tap-on fees,
and recapture fees) is attached hereto as EXHIBIT E; and
l. Assignor has deposited $35,000 as Xxxxxxx Money under the
Sales Contract with Title Insurer as escrowee.
10. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE: Assignee
represents and warrants to Assignor that:
a. Assignee has been duly organized and is validly existing.
Assignee has the full right and authority and has obtained any and all
consents required to enter into this Agreement and consummate or cause to
be consummated the sale and make or cause to be made transfers and
assignments contemplated herein, subject to completing its due diligence
review and approval of the Property and the Development Documents. The
persons signing this Agreement on behalf of Assignee are authorized to do
so. This Agreement has been authorized and properly executed and will
constitute the valid and binding obligations of Assignee, enforceable
against Assignee in accordance with its terms.
b. There is no agreement to which Assignee is a party or to
Assignee's knowledge binding on Assignee which is in conflict with this
Agreement.
c. There is no action or proceeding pending or, to
Assignee's knowledge, threatened against the Assignee which challenges or
impairs Assignee's ability to execute, deliver or perform this Agreement.
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d. The operating units of Assignee are free and clear of any
lien or charge, are not subject to any assessments and are readily
convertible to shares of Amli Residential Properties Trust pursuant to
Section 2 of this Agreement.
11. PAYMENT OF REAL ESTATE BROKERS. Each party represents to the
other that no real estate broker has been used in connection with this
transaction and no real estate broker's commissions shall be payable to any
party. Assignee agrees to defend, indemnify and hold Assignor harmless
from and against any claim for a real estate broker's commission, or fee by
any other party claiming by, through or under Assignor. Assignor agrees to
defend, indemnify and hold Assignee harmless from and against any claim for
a real estate broker's commission or fee by any other party claiming by,
through or under Assignee.
12. SALES CONTRACT.
a. EXTENSION. Assignor shall have delivered to Assignee a
true, correct and complete copy of the Sales Contract, extended and in full
force and effect with the following changes each of which must be approved
by Assignee:
i. Section 5 of the Rider shall be modified to provide
a closing date commensurate with the Closing Date set forth herein;
ii. Section 13(B) of the Rider shall be modified to
specifically permit the assignment of the Sales Contract to Assignee;
iii. Section 13(J) of the Rider shall be modified to
delete any obligations of Assignee other than to deposit the Purchase Price
(as defined in the Sales Contract) with an authorized intermediary.
b. AMENDMENTS. Except as set forth in clause a. above, the
Sales Contract shall not be amended or modified without Assignee's prior
written consent.
c. DUE DILIGENCE. Assignor shall cause the Contract Seller
to consent in writing to Assignee's access to the Property pursuant to
Section 5.a. and d. hereof. Assignee shall indemnify, defend and hold the
Contract Seller harmless with respect to any damage to the Property or
injury to any person caused by Assignee, its agents, employees or
contractors in connection with its investigation of the Property.
d. ESTOPPEL. Prior to the expiration of the Review Period
and again on the Closing Date, Assignor shall deliver to Assignee an
estoppel from the Contract Seller confirming that the Sales Contract, as
modified as set forth in this Section, is in full force and effect,
confirming that there are no defaults or other modifications and,
confirming the amount of xxxxxxx money on deposit and confirming such other
matters as are reasonably requested by Assignee.
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13. CONSULTING AGREEMENT WITH ASSIGNOR. As of the Closing Date, as
additional consideration for the exchange herein, Assignor and Assignee
shall enter into a consulting agreement in the form of EXHIBIT F attached
hereto to provide continuing basic services with respect to the Property
and the Project.
14. DEFAULT.
a. ASSIGNOR'S DEFAULT. If this transaction fails to close
as a result of Assignor's default, the Xxxxxxx Money shall be returned to
Assignee. In addition, Assignee shall be entitled to such remedies for
Assignor's breach of contract as may be available at law and in equity,
including, without limitation, the remedy of specific performance, which
the parties agree was bargained for because of the unique nature of the
rights to be transferred hereunder and the difficulty of compensating
Assignee with damages, provided, however, if Assignor is in default due to
causes beyond its reasonable control, Assignee shall not be entitled to
pursue Assignor for monetary damages. Assignor shall be deemed to be in
default under this Agreement if it fails to proceed with the Closing under
the Sales Contract on the Closing Date or otherwise defaults under the
Sales Contract.
b. ASSIGNEE'S DEFAULT. If this transaction fails to close
due to the default of Assignee, then Assignor's sole remedy shall be to
terminate this Agreement and to retain the Xxxxxxx Money as liquidated
damages, Assignor waiving all other rights or remedies in the event of such
default by Assignee. The parties acknowledge that Assignor's actual
damages in the event of a default by Assignee under this Agreement will be
difficult to ascertain, and that such liquidated damages represent the
parties' best estimate of such damages.
15. NO AMENDMENTS. As long as this Agreement remains in full force
and effect, Assignor shall perform all of its obligations under the Sales
Contract, shall not amend or modify the Sales Contract (except as set forth
in Section 12.a.) and shall not make any elections, issue any approvals,
give any notice, or otherwise take any action with respect to the Sales
Contract or the Property without the prior written consent of Assignee
which consent shall not be unreasonably withheld or delayed.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties set forth in this Agreement shall be continuing and shall
survive for a period of nineteen (19) months following the Closing Date.
Each party shall indemnify and hold the other harmless from and against any
loss, cost, liability or expense, including reasonable attorneys fees,
incurred by reason of any breach of any of its representations or
warranties under this Agreement. Notwithstanding anything to the contrary
contained in this Section 16, if Assignee has actual knowledge prior to
closing that a representation or warranty made by Assignor is false,
despite any lack of knowledge on the part of Assignor, and Assignee
proceeds with the
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closing, then any claims of Assignee for breach of such representation or
warranty shall be deemed waived as of the Closing Date. For purposes of
this Section 16, Assignee's knowledge shall be deemed to mean the actual
knowledge of Xxxxxxx X. Xxxx without inquiry or investigation.
17. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and
assigns, provided that this Agreement may not be assigned by Assignor
without Assignee's consent, which consent may be withheld in Assignee's
sole discretion. Assignee may not assign this Agreement without Assignor's
prior written consent, which consent shall not be unreasonably withheld.
Any assigning party shall remain liable for the obligations of its
assignee.
18. NOTICES. Upon the execution and delivery of this Agreement,
Assignor and Assignee shall deliver a copy of this Agreement to the
Contract Seller, and request that a copy of any notices sent to Assignor
under the Sales Contract also be sent to Assignee.
All notices required or permitted hereunder shall be in writing
and shall be served on the parties at the following addresses:
If to Assignor: Bristol Chicago Development Corp.
Attn: Xxxxxxx Xxxxx
0000 Xxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Phone: 708/000-0000
Facsimile: 708/397-8597
and
Bristol Capital Corp.
Attn: Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Phone: 301/000-0000
Facsimile: 301/984-6099
with a copy to: Sonnenschein, Nath & Xxxxxxxxx
Attn: Xxxxxx X. Xxxxxxx
8000 Sears Tower
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: 312/000-0000
Facsimile: 312/876-7934
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If to Assignee: Amli Residential Properties L.P.
Attn: Xxxxxxx X. Xxxx
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Phone: 312/000-0000
Facsimile: 312/443-0909
with a copy to: Xxxxx, Xxxxx & Xxxxx
Attn: Xxxx Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: 312/000-0000
Facsimile: 312/701-7711
Any such notices shall be either (a) sent by certified mail, return receipt
requested, in which case notice shall be deemed delivered three (3) days
after deposit, postage prepaid in the U.S. Mail, (b) sent by overnight
delivery using a nationally recognized overnight courier, in which case it
shall be deemed delivered one business day after deposit with such courier,
(c) sent by facsimile transmission, in which case notice shall be deemed
delivered upon transmission of such notice, or (d) sent by personal
delivery. The above addresses may be changed by written notice to the
other party; provided, however, that no notice of a change of address shall
be effective until actual receipt of such notice.
19. LIMITATION OF LIABILITY. Any obligation or liability
whatsoever of Assignee which may arise at any time under this Agreement or
the Sales Contract shall be satisfied, if at all, out of Assignee's assets
only. No such obligation or liability shall be personally binding upon,
nor shall resort for the enforcement thereof be had to, the property of any
of its partners, shareholders, trustees, officers, employees or agents,
regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise. The negative capital account of any partner in
Assignee or the obligation of any partner in Assignee to make a capital
contribution to Assignee shall not be deemed to be an asset of Assignee.
20. GOVERNING AGREEMENT. In the event of any conflict or
inconsistency between the terms and provisions of this Agreement and the
Sales Contract, the terms and provisions of this Agreement shall govern and
control. If any provision of this Agreement shall be deemed unenforceable
as a matter of law, the remainder hereof shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
BRISTOL CHICAGO DEVELOPMENT CORP.,
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
------------------------------
Its: Chairman
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AMLI RESIDENTIAL PROPERTIES L.P.,
a Delaware limited partnership
By: Amli Residential Properties Trust, a Maryland
real estate investment trust
By: /s/ XXXXXXX X. XXXX
------------------------------
Name: Xxxxxxx X. Xxxx
------------------------------
Title: Executive Vice President
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