TEXAS ASSOCIATION OF REALTORS
COMMERCIAL CONTRACT - IMPROVED PROPERTY
1. PARTIES: Seller agrees to sell and convey to Buyer the
Property described in Paragraph 2. Xxxxx agrees to buy the
Property from Seller for the sales price stated in Paragraph
3. The parties to this contract are: /s/ DT /s/ ML
Seller: AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
Address: 00 X. 0 xx Xxxxxx Xx. Xxxx, XX
Phone: 000-000-0000 Fax: 000-000-0000
Buyer: Xxxxx Xxxxxxxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxxx, XX
Phone: 000-000-0000 Fax: 000-000-0000
2. PROPERTY:
A. "Property" means that real property situated in XXXX
County, Texas at 0000 X-00 Xxxx, Xxxxxxxxxx, Xxxxx
(address) and that is legally described on the attached
Exhibit or as follows:
.8724 acres
Block 1, Lot 2, Interstate 30 Center Addition
Greenville, Texas, Xxxx County
B. Seller will sell and convey the Property together with:
(1) all buildings, improvements, and fixtures;
(2) all rights, privileges, and appurtenances pertaining to
the Property, including Seller's right, title, and interest
in any minerals, utilities, adjacent streets, alleys,
strips, gores, and rights-of way;
(3) Seller's interest in all leases, rents, and security
deposits for all or part of the Property;
(4) Seller's interest in all licenses and permits related
to the Property;
(5) Seller's interest in all third party warranties or
guaranties, if transferable, relating to the
Property or any fixtures;
(6) Seller's interest in any trade names, if transferable,
used in connection with the Property; and
(7) all Seller's tangible personal property located on the
Property that is used in connection with the Property's
operations.
3. SALES PRICE: At or before closing, Buyer will pay the following
sales price for the property: $ 500,000.00 /s/DT /s/XX
X. Cash portion payable by Buyer at closing
B. Sum of all financing described in Paragraph 4
C. Sales Price (sum of 3A and 3B) $ 500,000.00 /s/ DT /s/ML
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000
X-00 X, Xxxxxxxxxx, Xxxxx
4. FINANCING: Buyer will finance the portion of the sales
price under Paragraph 3B as follows:
A. THIRD PARTY FINANCING: One or more third party loans
in the total amount of $. This contract.
[ ] (1) is NOT contingent upon Xxxxx obtaining
third party financing.
[ ] (2) is contingent upon Xxxxx obtaining third
party financing in accordance with the attached
B. ASSUMPTION: In accordance with the attached
Financing Addendum, Buyer will assume the existing
promissory note secured by the Property , which balance at
closing will be $.
C. SELLER FINANCING: The delivery of a promissory
note and deed of trust from
Buyer to Seller under the terms of the attached
Financing Addendum in the amount $.
5. XXXXXXX MONEY
A. Not later than 3 days after the effective date, Xxxxx
must deposit $5,000.00 as xxxxxxx money with CHICAGO TITLE
C/O XXXX XXXXXXXX (title company and escrow agent) at 00000
Xxx Xxxxx Xxxxxx Xxxxx 000, Xxx Xxxxxxx XX 00000 (title
company's address). Buyer will deposit additional xxxxxxx
money of $ on or before: [ ] (i) the day after Xxxxx's right
to terminate under Paragraph 7B(3) expires; or [ ] (ii) .
The title company is the escrow agent under this contract.
/s/ DT /s/ XX
X. If Buyer fails to timely deposit the xxxxxxx
money, Seller may terminate this contract by providing
written notice to Buyer before Buyer deposits the xxxxxxx
money and may exercise Seller's remedies under Paragraph 15.
X. Xxxxx may instruct the escrow agent to deposit
the xxxxxxx money in an interest-bearing account at a
federally insured financial institution and to credit any
interest to Buyer.
6. TITLE, POLICY, SURVEY, AND UCC SEARCH
A. TITLE POLICY:
(1) Seller, at Seller's expense, will furnish Buyer an
Owner's Policy of Title Insurance (the title policy) issued
by the title company in the amount of the sales price, dated
at or after closing, insuring Buyer against loss under the
title policy, subject only to:
[ ] (a) those title exceptions permitted by
this contract or as may be approved by
Xxxxx in writing; and
[ ] (b) the standard printed exceptions contained
in the promulgated form of title policy
unless this contract provides otherwise
(2) The standard printed exception as to discrepancies,
conflicts, or shortages in area and boundary lines, or any
encroachments or protrusions, or any overlapping
improvements:
[x] (a) will not be amended or deleted
from the title policy
[ ] (b) will be amended to read
"shortages in areas" at the expense
of [ ] Buyer [ ] Seller
(3) Buyer may object to any restrictive covenants on the
Property within the time required under Paragraph 6D.
(4) Within 30 days after the effective date, Seller will
furnish Buyer a commitment for title insurance (the
commitment) including legible copies of recorded documents
evidencing title exceptions, Seller authorizes the title
company to deliver the commitment and related documents to
Buyer at Xxxxx's address.
Initialed for Identification by Xxxxx /s/ DT,Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
B. SURVEY:
(1) Within 30 days after the effective date:
[x] (a) Buyer will obtain a survey of the
Property at Buyer's expense and deliver
a copy of the survey to Seller.
/s/ DT /s/ ML
[ ] (b) Seller,at Seller's expense, will
furnish Buyer a survey of the Property
dated after the effective date.
[ ] (c) Seller will deliver a true and correct
copy of Seller's existing survey of the
Property dated. Seller, at Seller's expense:
[ ] (i) will have the existing survey
recertified on a date not earlier than __.
[ ] (ii) will not have the existing survey
recertified. Seller [] will [] will not
deliver to the title company an affidavit
required by the title company for approval
of the survey that states that Seller knows
of no changes or alterations to the Property
as depicted on the survey.
(2) The survey required under Paragraph 5B(1) must be
made by a Registered Professional Land Surveyor
acceptable to the title company. The survey must:
(i) identify the Property by metes and
bounds or platted lot description;
(ii) show that the survey was made
and staked on the ground with corners
permanently marked;
(iii)set forth the dimensions and total area
of the Property;
(iv) show the location of all
improvements, highways, streets, roads,
railroads, rivers, creeks or other
waterways, fences, easements, and rights-
of-way on the Property with all easements
and rights-of-way referenced to their
recording information;
(v) show any discrepancies or
conflicts in boundaries, any visible
encroachments, and any portion of the
Property lying in a special flood hazard
area (an "A" or "V" zone as shown on the
current Federal Emergency Management
Agency (FEMA) flood insurance rate map);
and
(vi) contain the surveyor's certificate that
the survey is true and correct.
C. UCC SEARCH:
[x](1) Within 30 days after the effective
date, Seller, at Seller's expense, will furnish
Buyer a Uniform Commercial Code
(UCC) search prepared by a reporting
service and dated after the effective date.
The search must identify documents that are
on file with the Texas Secretary of State
and the county where the Property is
located that relate to all personal
property on the Property and show, as
debtor, Seller and all other owners of the
personal property in the last 5 years.
[ ](2) Buyer does not require Seller to
furnish a UCC search.
X. XXXXX'S OBJECTIONS TO THE COMMITMENT, SURVEY, AND UCC
SEARCH:
(1) Within 20 days after Xxxxx receives the
commitment, copies of the documents evidencing
title exceptions, any required survey, and any
required UCC search, Buyer may object to matters
disclosed in the items if:
(a) the matters disclosed constitute a
defect or encumbrance to title to the
real or personal property described
in Paragraph 2 other than those permitted
by this contract or liens that Seller
will satisfy at closing or Buyer will
assume at closing; or
(b) the items show that any part of the Property
lies in a special flood hazard area (an "A"
or "V" zone as defined by FEMA);
Initialed for Identification by Xxxxx /s/ DT, Seller
/s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
(2) Seller may, but is not obligated to, cure Xxxxx's
timely objections within 20 days after Seller receives the
objections. The closing date will be extended as necessary
to cure the objections. If Seller fails to cure the
objections by the time required, Xxxxx may terminate this
contract by providing written notice to Seller within 5 days
after the time by which Seller must cure the objections. If
Buyer terminates, the xxxxxxx money, less any independent
consideration under Paragraph 7B(3)(a), will be refunded to
Buyer.
(3) Buyer's failure to timely object or terminate under
this Paragraph 6D is a waiver of Buyer's right to object
except that Buyer will not waive the requirements in
Schedule C of the commitment.
7. PROPERTY CONDITION: (check A or B only.)
[x] A. PRESENT CONDITION: (check (1) or (2) only.)
[x](1) Buyer accepts the Property in its present "as-
is" condition.
[ ](2) Buyer accepts the Property in its
present condition expect that Seller, at
Seller's expense will complete the following
before closing:
[x] B. FEASIBILITY:
(1) DELIVERY OF PROPERTY INFORMATION: Within
30 days after the effective date, Seller will
deliver to Buyer the following items to the
extent that the items are in Seller's
possession or are readily available to Seller.
Any item not delivered is deemed not to be in
Seller's possession or readily available to
Seller. The items Seller will deliver are:
(a) current rent roll of all leases affecting
the Property certified by Seller as true
and correct;
(b) copies of all current leases pertaining to
the Property, including any modifications,
supplements, or amendments to the leases;
(c) a current inventory of all personal property
to be conveyed under this contract;
(d) copies of all notes and deeds of trust
against the Property that Buyer will assume
or that Seller will not pay in full on or
before closing;
(e) copies of all current service, maintenance,
and management agreements relating to the
ownership and operation of the Property;
(f) copies of current utility capacity letters
from the Property's water and sewer service
provider;
(g) copies of all current warranties and
guaranties relating to all or part of the
Property;
(h) copies of fire, hazard, liability, and other
insurance policies that currently relate to
the Property;
(i) copies of all leasing or commission
agreements that currently relate to all or
part of the Property;
(j) a copy of the "as built" plans and
specifications and plat of the property
(k) copies of all invoices for utilities and
repairs incurred by Seller for the Property
in the 24 months immediately preceding the
effective date;
(l) a copy of Seller's income and expense
statement for the Property from __to __;
(m) copies of all previous environmental
assessments, studies, or analyses made
on or relating to the Property;
(n) real and personal property tax statements
for the Property for the previous 2 calendar
years; and
(o)
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
(2) INSPECTIONS, STUDIES, OR ASSESSMENTS:
(a) Within 60 days receipt of title
commitment and survey the effective
date, Buyer, at Xxxxx's expense,
may complete or cause to be
completed 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, structural pest control,
mechanical, structural, electrical, and
plumbing inspections);
(ii) economic feasibility studies;
(iii) environmental assessments (for
example, soil test, air sampling, and paint
sampling);
(iv) engineering studies; and
(v) compliance inspections (for example,
compliance determination with zoning
ordinances, restrictions, building codes,
and statues).
(b) Seller, at Seller's expense,
will turn on all utilities
necessary for Buyer to make
inspections, studies, or assessments.
(c) Xxxxx 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,
Xxxxx is responsible for any claim, l
liability, encumbrance, cause of action,
and expense resulting from Xxxxx's
inspections, studies, or assessments,
including any property damage or personal
injury. Xxxxx will indemnify, hold harmless,
and defend Xxxxxx and Xxxxxx's agents a
against any claim involving a matter for
which Xxxxx is responsible under this
paragraph. This paragraph survives
termination of this contract.
(3) FEASIBILITY PERIOD AND RIGHT TO TERMINATE: Buyer
may terminate this contract for any reason within 60 days
after receipt of title, commitment and survey the effective
date by providing Seller with written notice of termination.
If Xxxxx does not terminate within the time required, Xxxxx
accepts the Property in its present "as if" condition with
any repairs seller is obligated to complete under this
contract. (Check only one box.)
[x](a) If Buyer terminates under this Paragraph 7B(3),
the xxxxxxx money will be refunded to Buyer
less $1000 that Seller will retain as
independent consideration for Buyer's right
to terminate. Buyer has tendered the
independent consideration to Seller upon
payment of the full amount specified in
Paragraph 5 to the escrow agent. The
independent consideration is to be credited
to the sales price only upon closing of the
sale.
[ ](b) Buyer has paid Seller $ ___ 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
7B(3), the xxxxxxx money will be refunded
to Buyer and Seller will retain the
independent consideration. The independent
consideration [ ] will [ ] will not be
credited to the sales price upon closing of
the sale.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
(4) RETURN OF PROPERTY INFORMATION: If this contract
terminates for any reason, Buyer will, not later than 10
days after the termination date (i) return to Seller all
those items described in Paragraph 7B(1) THAT Seller
delivered to Buyer and all copies that Buyer made of those
items; and (ii) deliver copies of all inspection and
assessment reports (excluding economic feasibility studies)
related to the Property that Buyer completed or caused to be
completed. This Paragraph 7B(4) survives termination of
this contract.
(5) CONTRACT AFFECTING OPERATIONS: After Xxxxx's
right to terminate under Paragraph 7B(3) expires, Seller may
not enter into, amend or terminate any other contract that
affects the operations of the Property without Xxxxx's prior
written approval.
8. BROKERS:
A. The brokers to this sale are:
Xxxxxx and Associates Real Estate
Cooperating Broker Xxx.Xx. Principal Broker Xxx.Xx.
By: Xxxxx Xxxxxxx
Address Address
000-000-0000 000-000-0000
Phone Fax Phone Fax
Cooperating Broker represents buyer.
Principal Broker: (Check only one box.)
[ ] represents Seller only.
[x] represents Buyer only.
[ ] is an intermediary between
Seller and Buyer.
B. FEES: (Check only one box.)
[x] (1) Seller will pay Principal
Broker the fee specified by separate written
commission agreement between Principal Xxxxxx
and Seller. Principal Xxxxxx will pay
Cooperating Broker the fee specified in the
Agreement Between Brokers found below the
parties' signatures to this contract.
[x] (2) At the closing of this sale, Seller will pay:
Cooperating Broker a total cash fee of:
[ ] ______% of the sales price.
Principal Broker a total cash fee of:
[ ] ___4__% of the sales price. /s/ DT /s/ ML
The case fees will be paid in Xxxx County,
Texas. Seller authorizes escrow agent to pay
the brokers from the Seller's proceeds at
closing.
NOTICE: Chapter 62, Texas Property Code,
authorizes a broker to secure an earned
commission with a lien against the Property.
C. The parties may not amend this Paragraph 8
without the written consent of the brokers
affected by the amendment.
9. CLOSING:
A. The closing of the sale will be on or before
90 days after receipt of title, commitment and
survey or within 7 days after objections to
title have been cured, whichever date is later (
the closing date). If either party fails to
close by the closing date, the non-defaulting
party may exercise the remedies in Paragraph 15.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
B. At closing, Xxxxxx will execute and deliver,
at Seller's expense, a [ ] general [x] special
warranty deed. 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 6 or other
provisions of this contract. Seller must convey
the Property at closing: /s/ DR /s/ ML
(1) with no liens, assessments, or
Uniform Commercial Code or other security
interests against the Property which will not
be satisfied out of the sales price unless
securing loans Buyer assumes;
(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 contract.
C. At closing, Seller, at Seller's expense, will also deliver:
(1) tax statements showing no delinquent
taxes on the Property;
(2) a bill of sale with warranties to
title conveying title, free and clear of all
liens, to any personal property defined as
part of the Property in Paragraph 2 or sold
under this contract;
(3) an assignment of all leases to or on
the Property;
(4) to the extent that the following
items are assignable, an assignment 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; and
(c) warranties and guaranties;
(5) a rent roll current on the day of the closing
certified by Seller as true and correct;
(6) evidence that the person executing
this contract is legally capable and
authorized to bind Seller; and
(7) and notices, statements,
certificates, affidavits, releases, and other
documents required by this contract, the
commitment, or law necessary for the closing
of the sale and the issuance of the title
policy, all of which must be completed and
executed by Seller as necessary.
D. At closing, Buyer will:
(1) pay the sales price in good funds acceptable
to the escrow agent;
(2) deliver evidence that the person
executing this contract is legally capable and
authorized to bind Buyer;
(3) execute and deliver any notices,
statements, certificates, or other documents
required by this contract or law necessary to
close the sale.
E. Unless the parties agree otherwise, the
closing documents will be as found in the basic
forms in the current edition of the State Bar of
Texas Real Estate Forms Manual without any
additional clauses.
10. POSSESSION: Seller will deliver possession of the
Property to Buyer upon closing and funding
of this sale in its present condition with any repairs
Seller is obligated to complete under this contract,
ordinary wear and tear excepted. 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 Paragraph 2B or
sold under this contract. Any possession by Buyer
before closing or by Seller after closing that is not
authorized by a separate written lease agreement is a
landlord-tenant at sufferance relationship between the
parties.
11. SPECIAL PROVISIONS: (Identify exhibit if special
provisions are contained in an attachment.)
Xxxxx , at Xxxxx's expense, may obtain EPA Inspection
Seller agrees to pay any outstanding tax liens that
Seller has against personal property, 6.D.(2)
/s/ DT /s/ ML
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
12. SALES EXPENSES:
A. SELLERS EXPENSES: Seller will pay for the
following at or before closing:
(1) releases of existing liens,
other than those liens assumed by Xxxxx,
including prepayment penalties and recording fees;
(2) release of Seller's loan liability, if
applicable;
(3) tax statements or certificates;
(4) preparation of the deed and any bill of sale;
(5) one-half of any escrow fee;
(6) costs to record ay documents to cure
title objections that Seller must cure; and
(7) other expenses that Seller will pay
under other provisions of this contract.
B. BUYER'S EXPENSES: Buyer will pay for the
following at or before closing:
(1) all loan expenses (for example,
application fees, origination fees, discount
fees, buy-down fees, commitment fees,
appraisal fees, assumption fees, recording
fees, tax service fees, mortgage title policy
expenses, credit report fees, document
preparation fees, interest expense that
Buyer's lender requires Buyer to pay at
closing, loan related inspection fees,
amortization schedule fees, courier fees,
underwriting fees, wire transfer fees, and
other fees, required by Xxxxx's lender);
(2) preparation fees of any deed of trust;
(3) recording fees for the deed and any deed
of trust;
(4) premiums for flood and hazard insurance
as may be required by Xxxxx's lender;
(5) one-half of any escrow fee;
(6) copy and delivery fees for delivery
of the title commitment and related documents;
and
(7) other expenses that Buyer will pay under other
13. PRORATIONS, ROLLBACK TAXES, ESTOPPEL CERTIFICATES, RENT,
AND DEPOSITS:
A. PRORATIONS:
(1) Interest on any assumed loan, taxes,
rents, and any expense reimbursements from
tenants on the closing date, taxes will be
prorated through the closing date.
(2) If the amount of ad valorem taxes
for the year in which the sale closes is not
available on the closing date, taxes will be
prorated on the basis of taxes assessed in the
previous year. If the taxes for the year in
which the sale closes vary from the amount
prorated at closing, the parties will adjust
the prorations when the tax statements for the
year in which the sale closes become
available. This Paragraph 13A(2) survives
closing.
(3) If Buyer assumes a loan or is taking
the Property subject to an existing lien,
Seller will transfer all reserve deposits held
by the lender for the payment of taxes,
insurance premiums, and other charges to Buyer
at closing and Buyer will reimburse such
amounts to Seller by an appropriate adjustment
at closing.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
B. ROLLBACK TAXES: If Seller changes the use
of the Property before closing or if a denial of a
special valuation on the Property claimed by
Seller results in the assessment of additional
taxes, penalties, or interest (assessments) for
periods before closing, the assessments will be
the obligation of Seller. If this sale or Xxxxx's
use of the Property after closing results in
additional assessments for periods before closing,
the assessments will be the obligation of Buyer.
This Paragraph 13B survives closing.
14. CASUALTY LOSS AND CONDEMNATION:
A. If any part of the Property is damages or
destroyed by fire or other casualty after the
effective date, Seller must restore the Property
to its previous condition as soon as reasonably
possible and not later than the closing date. If,
without fault, Xxxxxx is unable to do so, Xxxxx
may:
(1) terminate this contract and the
xxxxxxx money, less any independent
consideration under Paragraph 7B(3)(a), will
be refunded to Buyer;
(2) extend the time for performance up
to 15 days and the closing date will be
extended as necessary; or
(3) accept at closing; (i) the Property
in its damaged condition; (ii) an assignment
of any insurance proceeds Seller is entitled
to receive along with the insurer's consent to
the assignment; and (iii) a credit to the
sales price in the amount of any unpaid
deductible under the policy for the loss.
B. If before closing, condemnation
proceedings are commenced against any part of
the Property, Buyer may;
(1) terminate this contract by providing
written notice to Seller within 15 days after
Xxxxx is advised of the condemnation
proceedings and the xxxxxxx money, less any
independent consideration under Paragraph
7B(3)(a), 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.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
15. DEFAULT:
A. If Buyer fails to comply with this contract,
Xxxxx is in default and Seller may:
(1) terminate this contract and receive
the xxxxxxx money as liquidated damages,
thereby releasing the parties from this
contract; or
(2) enforce specific performance, or
seek other relief as may be provided by law,
or both.
B. If, without fail, Seller is unable within
the time allowed to deliver the estoppel
certificates or the commitment, Buyer may:
(1) terminate this contract and receive
the xxxxxxx money, less any independent
consideration under Paragraph 7B(3)(a), as the
sole remedy; or
(2) extend the time for performance up
to 15 days and the closing will be extended as
necessary.
C. Except as provided in Paragraph 15B, if
Seller fails to comply with this contract,
Seller is in default and Buyer may:
(1) terminate this contract and receive
the xxxxxxx money, less any independent
consideration under Paragraph 7B(3)(a), as
liquidated damages, thereby releasing the
parties from this contract; or
(2) enforce specific performance, or
seek such that other relief as may be provided
by law, or both.
16. ATTORNEY'S FEES: If Xxxxx, Seller, any broker,
or any escrow agent is a prevailing party in any legal
proceeding brought under or with relation to this
contract or this transaction, such party is entitled to
recover from the non-prevailing parties all costs of
such proceeding and reasonable attorney's fees. This
Paragraph 16 survives termination of this contract.
17. ESCROW:
A. At closing, the xxxxxxx money will be
applied first to any cash down payment, then to
Buyer's closing costs, and any excess will be
refunded to Buyer.
B. If both parties make written demand for the
xxxxxxx money, escrow agent may require payment
of unpaid expenses incurred on behalf of the
parties and a written release of liability of
escrow agent from all parties.
C. If one party makes written demand for the
xxxxxxx money, escrow agent will give notice of
the demand by providing to the other party a
copy of the demand. If escrow agent does not
receive written objection to the demand from the
other party within 30 days after the date escrow
agent sent the demand to the other party, escrow
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 escrow agent may
pay the same to the creditors.
X. Xxxxxx agent will deduct any independent
consideration under Paragraph 7B(3)(a) before
disbursing any xxxxxxx money to Buyer and will
pay the independent consideration to Seller.
E. If escrow agent complies with this Paragraph
17, each party hereby releases escrow agent from
all claims related to the disbursal of the
xxxxxxx money.
F. Notices under this Paragraph 17, must be
sent by certified mail, return receipt
requested. Notices to escrow agent are
effective upon receipt by escrow agent.
18. MATERIAL FACTS:
A. To the best of Seller's knowledge and belief:
(Check (1) or (2) only.)
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
[x](1) Seller has been an
absentee landlord. Consequently, Xxxxxx has
little if any knowledge of the physical
characteristics of the property. /s/ DT
[ ](2) Seller is not aware of any of
the following, except as described otherwise
in the contract:
(a) any subsurface: structures, pits, waste,
springs, or improvements;
(b) any pending or threatened litigation,
condemnation, or assessment affecting
the Property * see below
(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.
(Describe any exceptions to (a)-(g) in
Paragraph 11 or an addendum.)
* 2(b) Seller is aware that the county
taxing authorities have placed a
lien on the remaining personal
property located in the Property. /s/ DT
B. Each written lease Seller is to furnish to
Buyer under this contract must be in full force
and effect according to its terms without
amendment or modification that is not disclosed to
Buyer in writing. Seller must disclose, in
writing, to Buyer if any of the following exist at
the xxxx Xxxxxx provides the leases to the Buyer
or subsequently occur before closing:
(1) any modifications, amendments, or
default by landlord or tenant under the leases;
(2) any failure by Seller to comply with
Seller's obligations under the leases;
(3) any circumstances under any lease
that entitle the tenant to terminate the lease
or seek any offsets or damages;
(4) any non-occupancy of the leased premises
by a tenant;
(5) any advance sums paid by a tenant under
any lease;
(6) any concessions, bonuses, free
rents, rebates, brokerage commissions, or
other matters that affect any lease; and
(7) any amounts payable under the leases
that have been assigned or encumbered, except
as security for loan(s) assumed or taken
subject to under this contract.
19. NOTICES: All notices between the parties under
this contract must be in writing and are effective when
hand-delivered, mailed by certified mail return receipt
requested, or sent by facsimile transmission to the
parties' addresses or facsimile numbers stated in
Paragraph 1. The parties will send copies of any
notices to the broker representing the party to whom
the notices are sent.
20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign
person" as defined by applicable law, or if Seller
fails to deliver at closing an affidavit that Seller is
not a foreign person, then Buyer will withhold from the
sales proceeds at closing an amount sufficient to
comply with applicable tax law and deliver the amount
withheld to the internal Revenue Service (IRS),
together with appropriate tax forms. IRS regulations
require filing written reports if currency in excess of
specified amounts is received in the transaction.
21. DISPUTE RESOLUTION: The parties agree to
negotiate in good faith in an effort to resolve any
dispute related to this contract that may arise. If
the dispute cannot be resolved by negotiation, the
parties will submit the dispute to mediation before
resorting to arbitration or litigation and will equally
share the costs of a mutually acceptable mediator.
This paragraph survives termination of this contract.
This paragraph does not preclude a party from seeking
equitable relief from a court of competent
jurisdiction.
22. AGREEMENT OF THE PARTIES:
A. This contract is binding on the parties,
their heirs, executors, representatives,
successors, and permitted assigns.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
B. This contract is to be construed in accordance
with the laws of the State of Texas.
C. This contract contains the entire agreement
of the parties and may not be changed except in
writing.
D. If this contract is executed in a number of
identical counterparts, each counterpart is an
original and all counterparts, collectively,
constitute one agreement.
X. Xxxxx [x] may [ ] may not assign this
contract, if Xxxxx assigns this contract, Xxxxx
will be relieved of any future liability under
this contract only if the assignee assumes, in
writing, all of Buyer's obligations under this
contract as determined by the seller. /s/ DT /s/ XX
X. Addenda which are part of this contract are:
(Check all that apply.)
[ ](1) Property Description Exhibit
identified in Paragraph 2;
[ ](2) Condominium Addendum;
[ ](3) Financing Addendum;
[ ](4) Commercial Property Condition
Statement;
[ ](5) Addendum for Seller's Disclosure of
Information on Lead-Based Paint and Lead-Based
Paint Hazards;
[ ](6) Notice to Purchaser of Real Property
in a Water District (MUD);
[ ](7) Addendum for Coastal Area Property
[ ](8) Addendum for Property Located Seaward
of the Gulf Intracoastal Waterway; and
[ ](9)______________________
(Note: Counsel for the Texas Association of
REALTORS (TAR) has determined that any of the
foregoing addendum which are promulgated by the
Texas Real Estate Commission (TREC) or published
by TAR are appropriate for use with this form.)
23. TIME: Time is of the essence in this contract.
The parties require strict compliance with the times
for performance. If the last day to perform under a
provision of this contract falls on a Saturday, Sunday
or legal holiday, the time for performance is extended
until the end of the next day which is not a Saturday,
Sunday or legal holiday.
24. EFFECTIVE DATE: The effective date of this
contract for the purpose of performance of all
obligations is the date the escrow agent receipts this
contract after all parties execute this contract.
25. ADDITIONAL NOTICES:
X. Xxxxx should have an abstract covering the
Property examined by an attorney of Xxxxx's
selection, or Xxxxx should be furnished with or
obtain a title policy.
B. If the Property is situated in a utility
or other statutorily created district providing
water, sewer, drainage, or flood control
facilities and services, Chapter 49, Texas Water
Code, requires Seller to deliver and Buyer to
sign the statutory notice relating to the tax
rate, bonded indebtedness, or standby fees of
the district before final execution of this
contract.
C. If the Property adjoins or shares a common
boundary with the tidally influenced submerged
lands of the state, 33.135, Texas Natural
Resources Code, requires a notice regarding
coastal area property to be included as part of
this contract.
D. If the Property is located seaward of the
Gulf Intracoastal Waterway, 51.025, Texas
Natural Resources Code, requires a notice
regarding the seaward location of the Property
to be included as part of this contract.
Initialed for Identification by Xxxxx /s/ DT, Seller /s/ ML
Commercial Contract - Improved Property concerning 0000 X-00
X, Xxxxxxxxxx, XX
E. If the Property is located outside the
limits of a municipality, the Property may now
or later be included in the extra-territorial
jurisdiction (ETJ) of a municipality and may now
or later be subject to annexation by the
municipality. Each municipality maintains a map
that depicts its boundaries and ETJ. To
determine if the Property is located within a
municipality's ETJ, Buyer should contact all
municipalities located in the general proximity
of the Property for further information.
F. If apartments or other residential units
are on the Property and the units were built
before 1978, federal law requires a lead-based
paint and hazard disclosure statement to be made
part of this contract.
X. Xxxxxxx are not qualified to perform
property inspections, surveys, engineering
studies, environmental assessments, or
inspections to determine compliance with zoning,
governmental regulations, or laws. Buyer should
seek experts to perform such services.
Selection of experts, inspectors, and repairmen
is the responsibility of Xxxxx and not the
brokers.
26. CONTRACT AS OFFER: The execution of this contract
the first party constitutes an offer to
buy or sell the Property. Unless the other party
accepts the offer by 5:00 p.m., in the time zone in
which the Property is located, on December 27, 2002 the
offer will lapse and become null and void.
READ THIS CONTRACT CAREFULLY. The brokers and agents make
no representation or recommendation as to the legal
sufficiency, legal effect, or tax consequences of this
document or transaction. CONSULT your attorney BEFORE
signing.
Xxxxx's Seller's
Attorney is: Attorney is:
Buyer: /s/ Xxxxx Xxxxxxxxxx Seller: AEI REAL ESTATE FUND XV
LIMITED PARTNERSHIP
By: By: /s/ Xxxx X. Xxxxxx
Printed Name: Xxxxx Xxxxxxxxxx Printed Name: Xxxx X. Xxxxxx
Title: Title: CFO
Buyer: Seller:
By: By:
Printed Name: Printed Name:
Title: Title:
