Exhibit 10.29
AGREEMENT TO CONTRIBUTE
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THIS AGREEMENT TO CONTRIBUTE ("Agreement") is entered into this 12th day of
August, 1997, by and between XXXXXXX X. XXXXXXX, of Waukegan, Illinois
("Contributing Partner") and THE PRIME GROUP, INC., an Illinois corporation
("Prime").
RECITALS
A. The Contributing Partner is a partner in The Grandville Road Property
Limited Partnership (collectively, the "Partnerships") and holds such
partnership interests (the "Interests"), which Interests give the Contributing
Partner the percentage interests in each of the Partnerships as set forth on
Exhibit A attached hereto.
B. Prime has entered into that certain contribution agreement (the
"Contribution Agreement") dated July 8, 1997 pursuant to which the "Contributor"
(as such term is defined in the Contribution Agreement) will cause each of the
partners in the Partnerships (including the Contributing Partner) and other
partnerships to contribute Interests to the "Partnership" (as such term is
defined in the Contribution Agreement).
C. The Contributing Partner has received a copy of the Contribution
Agreement and desires to contribute its Interests and all of its right, title
and interest therein to the Partnership as provided in the Contribution
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, agreements, covenants and conditions
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Contributing Partner and Prime
agree as follows:
1. All capitalized terms used herein but not otherwise defined herein
shall have the meanings set forth in the Contribution Agreement.
2. The Contributing Partner hereby agrees to execute and deliver the
Assignments of Partnership Interests for each of the Interests set forth in
Exhibit A, and to receive the percentage share of the OP Units received by the
Partnerships equal to the percentage set forth on Exhibit A, subject to the
conditions and terms contained in the Contribution Agreement, including but not
limited to all conditions precedent to the Contributor's obligations thereunder.
3. Prime agrees to cause the Partnership to accept the Assignments of
Partnership Interests for the Interests set forth on Exhibit A, and to otherwise
disburse OP Units to the Contributing Partner in accordance with the terms of
the Contribution Agreement or as otherwise instructed by the Contributor.
4. The Contributing Partner is not obligated for any of the representations
and warranties of the Contributor as set forth in the Contribution Agreement or
to fulfill any other terms,
agreements or obligations therein. The Contributing Partner shall not be
obligated to contribute its Interests to the Partnership or to any other party
to whom Prime assigns its rights, unless the Contributors obligated to make the
contribution set forth in Article II of the Contribution Agreement.
5. Any notice, request, demand, instruction or other document to be given
or served hereunder or under any document or instrument executed pursuant hereto
shall be in writing and shall be delivered personally or sent by United States
registered or certified mail, return receipt requested, postage prepaid or by
overnight express courier, postage prepaid and addressed to the parties at their
respective addresses set forth below, and the same shall be effective upon
receipt if delivered personally, on the next business day if delivered by
overnight courier or two business days after deposit in the mail if mailed by
certified or registered mail. A party may change its address for receipt of
notices by service of a notice of such change in accordance herewith.
If to the Company: The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx
With a copy to: The Prime Group, Inc.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
With a copy to: Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx
If to Contributing
Partner: Xxxxxxx X. Xxxxxxx
Industrial Building and Development Company
0000 XxxXxxxxx Xxxx.
Xxxxxxxxxx, Xxxxxxxx 00000
With a copy to: Xxxxxxx & Xxxxxxxx Ltd.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
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6. This Agreement and the Exhibits attached hereto contain the entire
agreement and understanding of the parties in respect to the subject matter
hereof, and the same may not be amended, modified or discharged nor may any of
its terms be waived except by an instrument in writing signed by the party to be
bound thereby.
7. The parties hereto agree to do, execute, acknowledge and deliver all
such further acts, instruments and assurances and to take all such further
action before or after the closing at no cost to Contributing Partner as shall
be necessary or desirable to fully carry out this Agreement and to fully
consummate and effect the transactions contemplated hereby.
8. This Agreement and any document or instrument executed pursuant hereby
may be executed in any number of counterparts each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
9. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.
10. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, this Agreement to Contribute has been executed and
delivered by the Contributing Partner and Prime on the respective dates set
forth below and is intended effective as of the latest of such dates.
CONTRIBUTING PARTNER:
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Dated: August 12, 1997 /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
PRIME
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THE PRIME GROUP, INC., an Illinois
corporation
Dated: August 12, 1997 By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Executive Vice
President
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EXHIBIT A
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PARTNERSHIP INTERESTS
PERCENTAGE
PARTNERSHIP PROPERTY INTEREST
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0000 Xxxxxxxxxx Xxx, 0000 Xxxxxxxxxx Road/ 21.24%
LLC, an Illinois limited 0000 Xxxxxxxxxxxx Xxxxxx
liability company
A-1
