EXHIBIT 10(C)
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is made and
entered into by and between THE XXXXXXXXX COMPANY, LLC ("Purchaser") , and
Realmark Property Investors Limited Partnership II, a Delaware limited
partnership as of the 25th day of March, 2002 (the "Effective Date").
RECITALS
A. Seller is the owner of five (5) commercial office buildings located
in East Lansing, Michigan commonly known as Northwind Office Park. The addresses
of the five (5) buildings are as follows: 4970, 4990, 5000, 5020, and 0000
Xxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx, which shall be more particularly
described on a legal description to be provided by Seller to Purchaser within
ten (10) days of the Effective Date and attached as Exhibit A attached hereto
and made a part hereof (the "Property").
B. The parties have entered into this Agreement in order to establish
the precise terms on which the purchase and sale of said property shall be
accomplished.
NOW, THEREFORE, in consideration of the foregoing premises, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and adequacy of which is
hereby expressly acknowledged, the parties hereto hereby agree as follows:
Section 1. Purchase and Sale of Property.
(a) Purchaser hereby agrees to purchase and Seller hereby
agrees to sell and convey to Purchaser, the Property.
(b) For purposes of this Agreement, the real property referred
to in Subsection (a) above, together with all of the following items shall
constitute the "Property" which Seller shall sell and Purchaser shall purchase
pursuant to the terms hereof:
(i) All buildings and other improvements situated
upon said real property, if any;
(ii) All and singular the rights and appurtenances
pertaining to said real property, including any right, title and interest of
Seller in and to easements, streets, roads, alleys and rights of way adjacent to
or serving said real property;
(iii) All tenant leases pertaining to the Property,
along with all contracts affecting to the Property to which Purchaser may be
bound following the Closing contemplated herein.
(iv) Such other rights, interests, and properties as
may be specified in this Agreement to be sold, transferred, assigned or conveyed
by Seller to Purchaser.
Section 2. Purchase Price. The purchase price (the "Purchase Price")
for the Property shall be Four Million Two Hundred Fifty Dollars ($4,250,000.00)
adjusted in such manner as may be required pursuant to this Agreement. Said
Purchase Price shall be payable as follows:
(a) Purchaser's check for Twenty-Five Thousand Dollars ($25,000.00)
shall be deposited with a national title insurance company selected by Purchaser
("Escrow Agent") within five (5) days from the Effective Date (the "Deposit").
The Deposit shall be credited against the Purchase Price at Closing or otherwise
disbursed as provided by this Agreement.
(b) Upon expiration of Purchaser's financing contingency per Section
3(d) below, and if this Agreement has not been terminated, Purchaser shall
deposit an additional Twenty-Five Thousand Dollars ($25,000.00) with the Escrow
Agent, which shall be credited against the Purchase Price at Closing or
otherwise disbursed as provided by this Agreement.
(c) At the Closing, Purchaser shall pay to Seller, by cashier's check,
wire transfer or other immediately available U.S. funds, the amount of Four
Million Two Hundred Thousand Dollars ($4,200,000.00) (subject to such prorations
and adjustments provided herein), and the Deposit shall be paid to Seller by
Escrow Agent, and Seller shall receive a credit against the purchase price for
the Deposit at Closing.
Section 3. Purchaser's Contingencies.
a. Within ten (10) days following the Effective Date Seller
shall provide copies of the following documents to Purchaser (all of which shall
remain confidential and reviewed only by Purchaser, its accountants, attorneys,
and lenders):
(i) A legal description of the Property.
(ii) A current rent roll dated within thirty (30)
days of the Effective Date.
(iii) Copies of all tenant leases affecting the
Property.
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(iv) Copies of all current ad valorem tax bills and a
list of utility bills pertaining to one (1) year prior to the Effective Date,
along with paid receipts, if any.
(v) A copy of the most recent existing survey in
Seller's possession.
(vi) Copies of all third party agreements pertaining
to the property such as service contracts, personal property financing
statements, equipment leases, etc.
(vii) A copy of Seller's most recent insurance policy
or binder covering the Property (the same may be within a master policy).
(viii) A copy of the most recent environmental report
for the Property, together with any written notices received by Seller
pertaining to any environmental matters.
(ix) A description of any capital improvements made
to the property or contemplated during the term of this Agreement.
(x) Marketing materials or Property brochures
relating to the Property, if any.
(xi) Copies of any site plans, plot plans or floor
plans in Seller's possession or control, if any.
If within fifteen (15) business days following the receipt by
Purchaser of the aforementioned documents ("Document Review Period") Purchaser
notifies Seller, in writing, that it is dissatisfied in its sole discretion with
any aspect of such documents or reports, then Purchaser may elect to terminate
this Agreement in which event Purchaser shall receive an immediate refund of the
Deposit in full in complete termination of the rights and obligations of the
parties hereunder.
(b) Purchaser shall be permitted to conduct an updated survey of
the Property during a period of time beginning on the date Purchaser receives
the legal description of the Property and ending thirty (30) days thereafter.
Any objections based on a survey of the Property shall be made within ten (10)
days after its receipt by Purchaser. Seller shall then have a period of ten (10)
days after receiving such objections, together with a copy of said survey, to
advise Purchaser as to whether Seller intends to resolve any objections raised
by Purchaser. If Seller cannot or shall elect not to resolve such objections,
then Purchaser may elect to terminate this Agreement in which event Purchaser
shall receive an immediate refund of the Deposit in full and complete
termination of the rights and obligations of the parties hereunder. The
foregoing notwithstanding, Purchaser's objections to its survey will be limited
only to any material discrepancies between the survey and the most current
survey provided by Seller.
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(c) The parties acknowledge and agree that Purchaser intends to
obtain (i) a current appraisal of the Property by an appraiser of its choosing,
(ii) a current Phase I environmental study and report concerning the Property
conducted by a company satisfactory to Purchaser's lender and (iii) a physical
inspection of the Property, including, without limitation, the roof, walls,
plumbing, HVAC, mechanical and electrical systems (collectively, the
"Reports."). Seller agrees to cooperate with Purchaser so that Purchaser may
obtain the Reports as expeditiously as possible. Purchaser agrees to conduct the
investigations required for such Reports so as to minimize any interference with
Seller's use of the Property and to obtain the Reports as expeditiously as
reasonably possible. Purchaser shall have a period of forty-five (45) calendar
days following the expiration of the Document Review Period to complete the
reports and any other investigations Purchaser may desire (the "Investigation
Period"). If Purchaser notifies Seller in writing during the Investigation
Period that it is dissatisfied, in Purchaser's sole discretion with the
Property, then Purchaser may elect to terminate this Agreement by delivery of
notice to Seller in which event Purchaser shall receive an immediate refund of
the Deposit in full and complete termination of the rights and obligations of
the parties hereunder. If no notice of dissatisfaction is given as aforesaid,
the Purchaser's Investigation and right to terminate shall be deemed waived.
(d) This Agreement is contingent upon Buyer obtaining a mortgage
commitment reasonably satisfactory to Buyer within sixty (60) days after
execution of this Agreement (the "Financing Contingency Period"). Buyer shall
apply promptly for such commitment and shall pursue same with good faith and due
diligence. If Buyer is unable to obtain such commitment within the time period
set forth above, either party may thereupon terminate this Agreement and the
Deposit shall be returned to Buyer.
Section 4. Title Commitment.
(a) Within ten (10) days following the Effective Date, Seller,
at its sole cost and expense, shall cause to be ordered an updated title
insurance commitment for an ALTA an owner's policy of title insurance ("Title
Commitment"), issued by Metropolitan Title Insurance Company (the "Title
Company"), agreeing to insure fee simple, indefeasible title to the Property in
Purchaser, without standard exceptions, for the amount of the purchase price
hereunder. Upon Purchaser's request, The Title Commitment shall also include
endorsements for contiguity, zoning, and Michigan Subdivision Control Act
compliance. The cost of any of the aforementioned endorsements shall be paid by
Purchaser. Seller shall also cause Purchaser to be furnished true, correct and
legible copies of all instruments referred to in the Title Commitment as
conditions or exceptions to title to the Property, including liens. The parties
agree that the title policy may contain an exception for the rights of tenants
under unrecorded leases, provided that such leases have been disclosed to
Purchaser as required by this Agreement.
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(b) At the Closing, Seller shall cause and pay the premium for
a final owner's policy of title insurance to be ordered for Purchaser in
accordance with the Title Commitment. Such title policy shall be issued without
standard exceptions (including insurance against all construction liens) and
shall contain no exceptions to title to the Property other than those approved
by Purchaser pursuant to this Agreement. Purchaser may require as a condition to
its obligations to purchase the Property that the title policy be an ALTA
extended coverage policy rather than a standard coverage policy, in which event
Purchaser shall be responsible for the cost of the title policy in excess of the
cost for the standard policy. If a representative of the Title Company attends
the Closing at the request of either party, for purposes including acting as a
disbursement agent, marking up the Title Commitment or otherwise providing an
insured closing, then in such event, Purchaser and Seller shall each pay
one-half (1/2) of the Title Company's fee for such services. The parties agree
that the title policy may contain an exception for the rights of tenants under
unrecorded leases, provided that such leases have been disclosed to Purchaser as
required by this Agreement.
Section 5. Review of Title Commitment. After receipt of the Title
Commitment, including any supplement thereto and the documents referred to
therein as conditions, exceptions, or reservations to title to the Property, and
the survey provided by Seller, Purchaser shall review such items and shall have
a period of ten (10) days in which to provide Seller in writing such objections
as Purchaser may have to anything contained or set forth in such documents or in
the Title Commitment and/or Survey. Seller shall have a period of fifteen (15)
days following receipt of such notice of such objections to remedy Purchaser's
objections. In the event that Seller shall not have remedied Purchaser's
reasonable objections to Purchaser's reasonable satisfaction within such fifteen
(15) day period, then Purchaser may terminate this Agreement whereupon the
Deposit shall promptly be returned to Purchaser in full termination of this
Agreement
Section 6. Seller's Covenants, Warranties and Representations. Seller
covenants, warrants and represents to Purchaser the following:
(a) At the Closing, Seller shall have good, marketable and
indefeasible fee simple title to the Property, free and clear of all liens,
conditions, exceptions or reservations, except those specifically approved by
Purchaser pursuant to this Agreement.
(b) There are no adverse or other parties in possession of the
Property, or of any part thereof, except Seller. No party has been granted any
license, lease or other right relating to the use or possession of the Property
or any part thereof, other than those tenants under leases which have been
disclosed to Purchaser as required by this Agreement. After Seller's execution
of this Agreement, Seller will not enter into any further leases or contracts
relating to the Property that are materially inconsistent with current market
prices and other conditions in the vicinity of the Property.
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(c) There is no pending or threatened litigation or
governmental action which would adversely affect the value of the Property to
the Purchaser or the right of the Purchaser to acquire the Property.
(d) To the best of Seller's knowledge and belief, The Property
has not been used for the storage or disposal of any toxic or hazardous waste,
material or substance, and Seller has received no notice from any governmental
authority concerning the removal of any toxic or hazardous waste, material or
substance from the Property. The foregoing sentence is limited to the knowledge
and belief of Xxxxxx X. Xxxxxx.
(e) Seller is not a "foreign person" as such term is used in
Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, and the
related regulations thereunder. Seller agrees to execute and deliver an
Affidavit that Seller is not a Foreign Person at the Closing.
Section 7. Purchaser's Investigation.
The parties acknowledge that Purchaser will be unable to
evaluate the suitability of the Property for Purchaser's intended use unless
Purchaser is able to investigate various aspects of the Property. Accordingly,
at all times during the Investigation Period, Purchaser and Purchaser's
representatives and agents shall have free access to the Property during
reasonable hours for purposes of performing investigations and tests with
respect to the Property; provided that all such inspections shall be conducted
in the presence of such person or persons as Seller may designate, and all such
inspections shall take place only following prior notice having been given to
Seller. Subject to the restrictions set forth in the preceding sentence, Seller
grants to Purchaser and persons designated by Purchaser the right and permission
at any time after the Effective Date of this Agreement, and from time to time,
to enter upon the Property to make geological, engineering or other tests
(including but not limited to soil boring tests) to determine the suitability of
the Property for any use or improvements which Purchaser may wish to make;
provided, however, that tests and other entries upon the Property shall be so
conducted as to not damage the Property. Notwithstanding anything to the
contrary contained herein, all inspections conducted by Purchaser shall be
conducted in the presence of such person or persons as Seller may designate, and
Purchaser agrees that any information obtained during such inspections or
investigations shall remain confidential and shall be shared only with
Purchaser's lender and its professional advisors and consultants. Purchaser
agrees that Neither Purchaser nor Purchaser's agents or representatives shall
discuss the existence or nature of this Agreement with any of Seller's tenants
or employees without Seller's prior consent.
Section 8. Conditions Precedent. Purchaser's obligation to consummate
the purchase of the Property shall be conditioned upon the fulfillment, or
Purchaser's written waiver, of the following preconditions or contingencies:
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(a) Purchaser shall not have disapproved the status of title
to the Property in accordance with Section 5 hereof, and the Title Company shall
be in a position to issue the final owner's policy of title insurance referred
to in Section 4(b) hereof.
(b) Purchaser shall not have terminated the Agreement due its
dissatisfaction with any of the reports or documents provided by Seller under
Section 3 hereof within the Document Review Period.
(c) Purchaser shall not have terminated the Agreement due its
dissatisfaction with the Property under Section 3 hereof within the
Investigation Period.
(d) Seller shall use its best efforts to obtain estoppel
certificates and subordination, nondisturbance and attornment agreements from
all tenants of the Property on such form or forms as may be required by
Purchaser's Lender. Seller shall have no obligation to obtain any such documents
until the expiration of the Investigation Period (although Seller may commence
obtaining same prior thereto at its option). Subject to the approval of
Purchaser's lender, Seller shall have complied with the terms of this paragraph
in the event that it shall obtain and deliver to Purchaser at least 90% of such
estoppel certificates (based on the total square footage of the leasable space
of the Property) prior to Closing. In the event that Seller is unable to comply
with this Paragraph, then in such event the Deposit shall be returned to
Purchaser, and neither party shall have any further liability.
Section 9. Taxes and Prorated Items. All taxes, special
assessments assessed prior to the execution of this Agreement, and other public
authority charges (such as, by way of example and not limitation, water or sewer
contracts or tap in fees and paving charges) which have become a lien upon the
Property as of the date of Closing shall be paid and discharged by Seller.
Current taxes shall be prorated and adjusted as of the date of Closing in
accordance with the due date basis of the municipality or taxing unit in which
the Property is located, as those such taxes are paid in advance. Collected
rents and water bills, if any, shall be prorated and adjusted as of the date of
Closing. In addition, except as otherwise specifically provided in this
Agreement, all other costs, fees and expenses in connection with the transaction
contemplated by this Agreement (other than the legal fees of each party's
counsel in negotiating, preparing and closing this Agreement, which shall be
paid by each respective party) shall be prorated in accordance with accepted
custom in the region where the Property is located. At the Closing security
deposits maintained by Seller under any tenant leases shall be assigned to
Purchaser, and all tenant payments for real estate taxes, insurance and/ or
common area maintenance expenses relating to the period of time during which the
Closing occurs shall be prorated. Following the Closing the parties agree that
Purchaser shall not be obligated to collect any rent or other payments due under
any tenant lease on Seller's behalf, and that any such amount collected by
Purchaser following the Closing shall be deemed to relate to a payment or
payments which fall(s) due following the Closing; The foregoing notwithstanding,
any rents collected by Purchaser which are attributable to the month in which
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the Closing occurs shall by prorated and paid to Seller as and when they are
collected by Purchaser; provided that any rent or payment of any kind received
by Purchaser following the expiration of thirty (30) days following the Closing
shall be deemed to relate to periods of time which follow the Closing. The
foregoing notwithstanding, in the event that any tenant rent or other payment
due is currently paid to Purchaser following the Closing, Purchaser agrees to
promptly tender to Seller any rent it may receive following the Closing which is
attributable to periods of time which predate the Closing.
Section 10. Time and Place of Closing. The closing of this transaction
(the "Closing") shall be held at a mutually agreeable location within thirty
(30) days following the expiration of the Investigation Period, but not earlier
than the waiver, lapse or fulfillment of all preconditions or contingencies
which have specific time deadlines set forth in this Agreement. Purchaser may
extend the Closing Date up to an additional thirty (30) days if additional time
is required by Purchaser's lender, in order to complete the closing by delivery
of written notice of such extension.
Section 11. Actions at Closing. At the Closing, the parties shall take
the following actions for the purpose of consummating this transaction:
(a) Seller shall execute, acknowledge and deliver to
Purchaser, in form and substance satisfactory to Purchaser, a covenant deed
conveying indefeasible fee simple title to the Property to Purchaser, free and
clear of all liens, encumbrances or other title exceptions, except those
permitted pursuant to this Agreement. If Purchaser so requests, said warranty
deed to be delivered to Purchaser shall specify a purchase price of "One ($1.00)
Dollar and other valuable consideration", in which event a real estate transfer
valuation affidavit shall be executed by either of the parties (or their agents)
and delivered to the proper public authority at the time of recording said deed,
as permitted in accordance with Michigan Compiled Laws Sections 207.504 and
207.511.
(b) Purchaser shall deliver to Seller those funds required to
be paid by Purchaser pursuant to this Agreement, after prorations and
adjustments, and after proper credit to Purchaser for the Deposit.
(c) Seller shall assign all tenant leases and contracts to
Purchaser and Purchaser shall accept such assignments from Seller and assume all
obligations of Seller under the leases and other contracts, in all cases in
which such leases or contracts have been provided to Purchaser under the terms
of this Agreement.
(d) Both Purchaser and Seller shall execute, acknowledge and
deliver such other instruments, documents and undertakings (in customary form
reasonably acceptable to Purchaser and Seller) as shall be reasonably necessary
in order to consummate this Agreement fully and to bring into effect its intent
and purpose.
Section 12. Delivery of Possession. Seller shall deliver and Purchaser
shall accept possession of the Property at the Closing
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Section 13. Termination of Agreement.
(a) In the event the parties do not close upon the transaction
contemplated hereby because of a default or breach by Seller under this
Agreement, (i) Escrow Agent shall, at the request of Purchaser, promptly return
the entire Deposit to Purchaser, and (ii) Purchaser may enforce specific
performance of this Agreement and/or may exercise any other right or remedy
which Purchaser may have at law or in equity by reason of such default or breach
by Seller; provided that Purchaser shall not be entitled to seek any money
damages in an amount which exceeds the sum of the amount of the Deposit,
Purchaser's costs associated with the Reports and any professional fees expended
by Purchaser in connection with this Agreement
(b) In the event the parties do not close upon the transaction
contemplated hereby because of a default or breach by Purchaser under this
Agreement, Seller shall be entitled to and shall receive the entire Deposit,
which shall constitute liquidated damages and Seller's exclusive remedy for such
default or breach by Purchaser; and the parties shall have no further liability
to each other and this Agreement shall thereafter be of no further force or
effect. The parties acknowledge and agree that the foregoing liquidated damages
provision is intended as a reasonable estimate of the damages to be suffered by
Seller as a result of a default or breach by Purchaser and that such provision
does not constitute a penalty. The parties further acknowledge and agree that as
a result of the foregoing, Purchaser may satisfy its obligations hereunder by,
in the alternative, either (i) closing upon the transaction contemplated hereby
or (ii) forfeiting the entire Deposit as provided above.
(c) In the event the parties do not close upon the transaction
contemplated hereby as a result of circumstances other than a default or breach
by Seller or Purchaser (such as, by way of example and not limitation, due to
nonfulfillment of any of the preconditions or contingencies specified in Section
8 hereof which have not been waived in writing by Purchaser, then: (i) Escrow
Agent shall, at the request of Purchaser, promptly return the entire Deposit to
Purchaser; and (ii) the parties shall have no further liability to each other
and this Agreement shall thereafter be of no further force or effect.
(d) In the event that either party shall notify Escrow Agent
of its disagreement with the other party as to the disposition of the Deposit,
then in such event Escrow Agent may continue to maintain the Deposit pending an
agreement by the parties or deliver the Deposit to a court of competent
jurisdiction as part of an interpleader action.
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Section 14. Commissions. Purchaser and Seller each represent and
warrant to the other that they have not entered into any agreement, incurred any
obligation or know of any facts which might result in an obligation for any
party to pay a sales or brokerage commission or finder's fee for this
transaction. Purchaser and Seller each agree to indemnify the other against and
hold the other harmless from any and all Claims arising from a breach of this
representation and warranty.
Section 15. Purchaser's Approvals and Disapprovals. Purchaser's right
to satisfaction with, or approval or disapproval of, matters as provided for in
this Agreement shall be in the sole discretion of Purchaser. No such
satisfaction, approval or disapproval shall affect Seller's representations and
warranties herein or waive any rights of Purchaser to rely upon the
representations and warranties of Seller.
Section 16. Further Assurances. From time to time, at Purchaser's
request, whether on or after the Closing date and without further consideration,
Seller shall execute and deliver any further instruments of conveyance and take
such other actions as Purchaser may reasonably require to complete more
effectively the transfer to Purchaser of the Property acquired under this
Agreement.
Section 17. Agreement Binding. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective heirs,
administrators, executors, personal representatives, successors and assigns.
Purchaser may, prior to the Closing, assign Purchaser's rights and obligations
under this Agreement to any person or entity with Seller's consent, which
consent shall not be unreasonably withheld or delayed; provided that Seller
hereby acknowledges its consent to the assignment of this Agreement to an entity
in which Xxxxx Xxxxxxxxx is a principal.
Section 18. Waiver of Breach. A waiver by any party of a breach of any
provision of this Agreement by any other party shall not operate or be construed
(a) as continuing, or (b) as a bar to, or a waiver or release of, any subsequent
right, remedy, or recourse as to a subsequent event, or (c) as a waiver of any
subsequent breach by that other party.
Section 19. Entire Agreement. This Agreement contains all the
covenants, promises, agreements, conditions, representations, and understandings
between the parties hereto, and supercedes any prior agreements between the
parties hereto, with respect to the subject matter hereof. There are no
covenants, promises, agreements, conditions, representations or understandings,
either oral or written, between the parties hereto, other than those set forth
herein or provided for herein, with respect to the subject matter hereof.
Section 20. Amendment. This Agreement shall not be changed orally, but
only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought.
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Section 21. Governing Law. This Agreement shall be governed by and
interpreted under the laws of the State of Michigan, irrespective of where this
Agreement is made and entered into.
Section 22. Notices, Statements, Etc. All notices, statements or other
communications which are required or contemplated by this Agreement shall be in
writing (unless otherwise expressly provided herein) and shall be either
personally served at or mailed to the last known mailing address of the person
entitled thereto. In addition, a copy of each such notice, statement or
communication intended for a party shall be furnished to such single additional
addressee for that party as may be specified herein or specified in a like
notice. All such notices, statements and other communications (or copies
thereof) shall be deemed furnished to the person entitled thereto (a) on the
date of service, if personally served at the last known mailing address of such
person, or (b) on the date on which mailed, if mailed to such person in
accordance with the terms of this Section. For purposes hereof, an item shall be
deemed mailed if sent (i) by United States Postal Service, postage prepaid, by
registered or certified mail, return receipt requested, (ii) by air courier
service (Federal Express or the like), or (iii) by facsimile transmission
(provided that a duplicate of such facsimile transmission is simultaneously sent
by regular United States Postal Service mail). Any party may change the address
to which such notices, statements and other communications (or copies thereof)
are to be delivered or mailed, by furnishing written notice of such change to
the other parties, in the manner specified above. Absent notice of any such any
notice shall be addressed as follows:
If to Seller: Realmark Property Investors Limited Partnership II
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Fax: 000-000-0000
With a copy to: Xxxxxxx X. Xxxxxxx, Esq.
Amigone, Sanchez, Mattrey & Xxxxxxxx, LLP
0000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxx Xxxx 00000
Fax: 000-000-0000
If to Purchaser: The Xxxxxxxxx Company
00000 Xxxxxxxxx
Xxxxxxx Xxxxxxx, XX 00000
Fax: 000-000-0000
With a copy to: Xxxx Xxxxxxxxx, Esq.
Jaffe, Raitt, Heuer & Xxxxx
Xxxxx 0000
Xxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
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Section 23. Severability. Should any covenant, condition, term or
provision of this Agreement be deemed to be illegal, or if the application
thereof to any person or in any circumstances shall, to any extent, be invalid
or unenforceable, the remainder of this Agreement, or the application of such
covenant, condition, term or provision to persons or in circumstances other than
those to which it is held invalid or unenforceable, shall not be affected
thereby; and each covenant, condition, term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
Section 24. Captions. Captions used herein are inserted for reference
purposes only and shall not affect the interpretation or construction of this
Agreement.
Section 25. Time of Essence. Time is of the essence of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above
WITNESSES: "PURCHASER"
THE XXXXXXXXX COMPANY, LLC
_____________________ ON BEHALF OF AN ENTITY TO BE
FORMED AND NOT INDIVIDUALLY
_____________________ By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx, President
DATE EXECUTED: 3/22/02
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"SELLER"
REALMARK PROPERTY
INVESTORS LIMITED
PARTNERSHIP II
____________________ /s/ Xxxxxx X. Xxxxxx
--------------------
By: Xxxxxx X. Xxxxxx
Its: General Partner
Date Executed: 3/26/2002
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EXHIBIT A
[INSERT LEGAL DESCRIPTION]
