PURCHASE AGREEMENT
Springboro, Ohio
This AGREEMENT, entered into effective as of the 12th of
May, 1998.
l. Parties. Seller is AEI Real Estate Fund XVIII Limited
Partnership and AEI Real Estate 86-A Limited Partnership
("Seller"). Seller holds an undivided 100% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Property"). Buyer is Unlimited
Development, P.L.L., a general partnership having limited
liability organized under the laws of the state of Ohio,
("Buyer"). Seller wishes to sell and Buyer wishes to buy the
Property.
2. Property. The Property to be sold to Buyer in this
transaction is legally described on Exhibit A attached hereto,
subject to all easements, covenants, conditions, restrictions and
agreements of record that do not affect marketability of title or
affect adversely the use of the Property ("Permitted
Exceptions"), subject to the provisions of Buyer review of title
as set forth below in paragraph 8.
3. Purchase Price. The purchase price for this Property is
$400,000.
4. Terms. The purchase price for the Property will be paid by
Buyer as follows:
(a) Upon receipt of an executed copy of this Agreement,
Buyer will Deposit $10,000 (the "First Payment") with Escrowee
Lawyer's Title of Cincinnati, Inc. The First Payment will be
credited against the purchase price when and if escrow closes and
the sale is completed, or otherwise disbursed pursuant to the
terms of this Agreement.
(b) Buyer will pay the balance of the purchase price for the
Property, $390,000 in cash or good funds (the "Second Payment")
at closing to the ("Escrowee") who shall close the transaction
according to the terms hereof.
5. Closing Date. Escrow shall close on or before June 1, 1998.
6. Due Diligence. Buyer will have until May 25, 1998 (the
"Review Period"), to conduct all of its inspections and due
diligence and satisfy itself regarding title to the Property, and
to inspect the Property. Buyer agrees to indemnify and hold
Seller harmless for any loss or damage to the Property or persons
caused by Buyer or its agents arising out of such physical
inspections of the Property. Buyer expressly acknowledges that
the sale of the Property as provided for herein is made on an "AS
IS" basis, and such provision shall survive closing.
Delivered to Buyer herewith upon execution by Seller are the
following documents such as are in Seller's possession. Seller
makes no independent representation or warranty as to the
accuracy of the information supplied herewith prepared by third
parties; however, Seller does not know that such information is
inaccurate.
(A) All environmental studies and reports in the possession
of Seller;
(B) A copy of the existing survey of the Property in the
possession of Seller;
(C) A copy of the existing title policy in the possession
of Seller;
On or before May 18, 1998, after the execution and delivery
of this Agreement, Seller shall deliver to Buyer the following:
(A) The title commitment referenced in paragraph 8 below;
(B) A revised survey prepared in accordance with ALTA
survey standards by a surveyor reasonably acceptable to Buyer;
(C) Any contracts, leases, permits, and licenses (in the
possession of Seller, if any) affecting the Property.
In the event that Buyer does not close on this transaction,
all reasonable costs which Seller has incurred with respect to
updating title and survey shall be reimbursed to Seller by Buyer
immediately upon presentation of reasonable evidence of such
costs.
Buyer may cancel this agreement for ANY REASON in its sole
discretion by delivering a cancellation notice by certified mail,
return receipt requested, or by personal delivery to Seller and
escrow holder before the expiration of the Review Period. Such
notice shall be deemed effective when transmitted (as defined by
Subparagraph 18(d)) to Seller. If this Agreement is not canceled
as set forth herein, the First Payment shall be non-refundable
unless Seller shall default hereunder.
If Buyer cancels this Agreement as permitted under this
Section, except for any title insurance and/or escrow
cancellation fees and any liabilities under the first paragraph
of Section 6 of this Agreement (which will survive), Buyer (after
execution of such documents reasonably requested by Seller to
evidence the termination hereof) shall be returned its First
Payment, and Buyer will have absolutely no rights, claims or
interest of any type in connection with the Property or this
transaction.
Unless Seller shall be in default of any obligation
hereunder, or this Agreement is canceled by Buyer pursuant to the
terms hereof. If this Agreement is not canceled, all of Buyer's
conditions and contingencies will be deemed satisfied.
7. Escrow. Escrow shall be opened by Buyer and the First
Payment shall be deposited by Buyer with Escrowee Lawyer's Title
of Cincinnati, Inc. ("Escrowee"). A copy of this Agreement will
be delivered to the escrow holder and will serve as escrow
instructions together with the escrow holder's standard
instructions and any additional instructions required by the
escrow holder to clarify its rights and duties (and the parties
agree to sign these additional instructions). If there is any
conflict between these other instructions and this Agreement,
this Agreement will control.
8. Title. Closing will be conditioned on the commitment of a
nationally recognized title company selected by Seller, subject
to the approval of Buyer's lender or mortgagee, to issue an
Owner's policy of title insurance, dated as of the close of
escrow, in an amount equal to the purchase price, insuring that
Buyer will own marketable and insurable fee simple title to the
Property subject only to: the Permitted Exceptions as defined in
paragraph 2 above; current real property taxes and assessments;
and, survey exceptions.
Buyer shall be allowed until the expiration of the Review
Period for examination of the commitment and the making of any
objections to marketability of title thereto, or that an
exception to title adversely affects the use of the Property,
said objections to be made in writing or deemed waived. Buyer
shall provide Seller with a copy of said title commitment. If
any objections thereto are so made by Buyer, the Seller shall be
allowed ten (10) days to make such title marketable or cure
Buyer's objections, or in the alternative to obtain a commitment
for insurable title insuring over Buyer's objections. If Seller
shall decide to make no efforts to make title marketable, or is
unable to make title marketable or obtain insurable title, (after
execution by Buyer of such documents reasonably requested by
Seller to evidence the termination hereof) Buyer's First Payment
shall be returned and this agreement shall be null and void and
of no further force and effect. In such event, Buyer shall have
no liability for the funds expended by Seller for all reasonable
costs incurred with respect to updating title and survey as set
forth in Paragraph 6 and Seller shall be responsible for all
Escrow Fees charged in connection with this Agreement.
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this agreement according to its terms.
If Buyer shall make no written objection to Seller within
the Review Period setting forth Buyer's objections to the status
of title, Buyer shall have been deemed to have waived any such
objections.
9. Closing Costs. Seller will pay the real property transfer
tax and conveyance fees and one-half of escrow fees, and any
brokerage commissions payable except those brokerage commissions
incurred by Buyer. Seller shall pay for the cost of issuing the
title commitment, and will pay the cost of the title insurance
premium for an Owner's policy, (if Buyer shall decide to purchase
the same). Buyer shall pay all recording fees, one-half of the
escrow fees, and the cost of any special endorsements to the
title policy as may be required by Buyer. Each party will pay
its own attorneys' fees and costs to document and close of this
transaction.
10. Real Estate Taxes, Special Assessments and Prorations.
Seller represents that all real estate taxes and installments of
special assessments due and payable in all years prior to the
year of Closing have been paid in full. Responsibility for real
estate taxes and special assessments shall be prorated as of the
date of closing based upon the most recently available tax xxxx
with no readjustment for the taxes due for the year in which
closing shall occur. All real estate taxes and special
assessments due and payable in the years following the year in
which closing occurs shall otherwise be the responsibility of
Buyer.
11. Seller's Representation and Agreements.
(a) Seller represents and warrants as of this date that:
(i) The Property is not subject to any leases.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property that have not been disclosed to Buyer.
(iii) Seller has not executed any contracts that would be
binding on Buyer after the closing date.
(iv) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by Seller,
Seller shall perform, execute and deliver or cause to be
performed, executed, and delivered at the Closing or after the
Closing, any and all further acts, deeds and assurances as Buyer
or the Title Company may require and Buyer deems to be reasonable
in order to consummate the transactions contemplated herein.
(v) Seller has all requisite power and authority to
consummate the transaction contemplated by this Agreement and has
by proper proceedings duly authorized the execution and delivery
of this Agreement and the consummation of the transaction
contemplated hereby.
(vi) To Seller's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in conflict
with (a) any applicable provisions of law, (b) any order of any
court or other agency of government having jurisdiction hereof,
or (c) any agreement or instrument to which Seller is a party or
by which Seller is bound.
(vii) Seller agrees to indemnify and hold Buyer harmless
from any and all claim of any persons or entities claiming a
brokerage or other fee arising out of representation of Seller or
through or on behalf of Seller.
(b) Provided that Buyer performs its obligations when
required, Seller agrees that it will not enter into any new
contracts prior to the Closing Date that would materially affect
the Property and be binding on Buyer after the Closing Date
without Buyer's prior consent, which consent will not be
unreasonably withheld or delayed.
(c) The provisions of this paragraph (11) shall survive
closing.
12. Disclosures.
(a) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not be, in violation of any federal,
state or local law, ordinance or regulations relating to
industrial hygiene or to the environmental conditions on, under,
or about the Property including, but not limited to, soil and
ground water conditions. To the best of Seller's knowledge:
there is no proceeding or inquiry by any governmental authority
with respect to the presence of Hazardous Materials on the Proper
ty or the migration of Hazardous Materials from or to other
property and there are no underground storage tanks on the
Property. Except as otherwise provided in this Agreement and
except to the extent that Seller has knowledge of any hazardous
substances or materials on or in connection with the Property
which Seller is not disclosing to Buyer hereunder, Buyer agrees
that Seller will have no liability of any type to Buyer or
Buyer's successors, assigns, or affiliates in connection with any
Hazardous Materials on or in connection with the Property either
before or after the Closing Date.
(b) Subject to Seller's representations contained in the
Agreement, including subparagraph 12(a) above, Buyer agrees that
it shall be purchasing the Property in its then present
condition, as is, where is, and Seller has no obligations to con
struct or repair any improvements thereon or to perform any other
act regarding the Property, except as expressly provided herein.
(c) Buyer acknowledges that, having been given the
opportunity to inspect the Property as Buyer or its advisors
shall request, Buyer is relying solely on its own investigation
of the Property and not on any information provided by Seller or
to be provided except as set forth herein. Buyer expressly
acknowledges that, in consideration of the agreements of Seller
herein, except as otherwise specified herein, Seller makes no war
ranty or representation, express or implied, or arising by
operation of law, including, but not limited to, any warranty or
condition, habitability, tenantability, suitability for
commercial purposes, merchantability, profitability or fitness
for a particular purpose, in respect of the Property.
The provisions (a) through (c) shall survive closing.
13. Closing.
(a) Before the Closing Date, Seller will deposit into
escrow a standard Seller's Affidavit regarding liens and
judgments and an executed limited warranty deed conveying
insurable title of the Property to Buyer, subject to the
Permitted Exceptions, and will provide Buyer with an affidavit
that Seller is not a "foreign person", and a customary owner's
affidavit requested by the Escrowee (limited where reflective of
the state of Seller's knowledge and belief) for purposes of
deleting the standard exceptions.
(b) On or before the closing date, Buyer will deposit into
escrow: the balance of the purchase price when required under
paragraph 4; any additional funds required of Buyer, (pursuant to
this agreement or any other agreement executed by Buyer) to close
escrow. Both parties will sign and deliver to the escrow holder
any other documents reasonably required by the escrow holder to
close escrow.
(c) On the closing date, if escrow is in a position to
close, the escrow holder will: record the deed in the official
records of the county where the Property is located; cause the
title company to commit to issue the title policy; immediately
deliver to Seller the portion of the purchase price deposited
into escrow by cashier's check or wire transfer (less debits and
prorations, if any); deliver to Seller and Buyer a signed coun
terpart of the escrow holder's certified closing statement and
take all other actions necessary to close escrow.
14. Defaults. If Buyer defaults, Buyer will forfeit all rights
and claims and Seller will be relieved of all obligations and
will be entitled to retain the First Payment heretofore paid by
the Buyer. Such sum being agreed on as liquidated damages for
the failure of Buyer to perform the duties, liabilities, and
obligations imposed on it by the terms and provisions of this
Agreement. Seller agrees to accept and take said cash payment as
its total damages and relief and as Seller's sole remedy
hereunder in such event.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim, action or proceeding of any type in connection with the
Property or this or any other transaction involving the Property,
and will not do anything to affect title to the Property or hin
der, delay or prevent any other sale, lease or other transaction
involving the Property (any and all of which will be null and
void), unless: it has paid the First Payment, performed all of
its other obligations and satisfied all conditions under this
Agreement, and unconditionally notifies Seller that it stands
ready to tender full performance, purchase the Property and close
escrow as per this Agreement. Provided, however, that in no
event shall Seller be liable for any punitive, consequential or
speculative damages arising out of any default by Seller
hereunder.
15. Buyer's Representations and Warranties.
Buyer represents and warrants to Seller as follows:
(i) Buyer has all requisite power and authority to
consummate the transaction contemplated by this Agreement and has
by proper proceedings duly authorized the execution and delivery
of this Agreement and the consummation of the transaction
contemplated hereby.
(ii) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in conflict
with (a) any applicable provisions of law, (b) any order of any
court or other agency of government having jurisdiction hereof,
or (c) any agreement or instrument to which Buyer is a party or
by which Buyer is bound.
(iii) Buyer agrees to indemnify and hold Seller harmless
from any and all claim of any persons or entities claiming a
brokerage or other fee arising out of representation of Buyer.
16. Damages, Destruction and Eminent Domain.
(a) If, prior to closing, the Property or any part thereof
be destroyed or further damaged by fire, the elements, or any
cause, due to events occurring subsequent to the date of this
Agreement to the extent that the cost of repair exceeds $10,000
this Agreement shall become null and void, at Buyer's option
exercised, if at all, by written notice to Seller within ten (10)
days after Buyer has received written notice from Seller of said
destruction or damage, and the First Payment shall be returned to
Buyer. Seller, however, shall have the right to adjust or settle
any insured loss until (i) all contingencies set forth in
Paragraph 6 hereof have been satisfied, or waived; and (ii) any
ten day period provided for above in this Subparagraph 16 (a) for
Buyer to elect to terminate this Agreement has expired or Buyer
has, by written notice to Seller, waived Buyer's right to
terminate this Agreement. If Buyer elects to proceed and to
consummate the purchase despite said damage or destruction, there
shall be no reduction in or abatement of the purchase price, and
Seller shall assign to Buyer the Seller's right, title, and
interest in and to all insurance proceeds resulting from said
damage or destruction to the extent that the same are payable
with respect to damage to the Property. If the cost of repair is
less than $10,000.00, Buyer shall be obligated to otherwise
perform hereunder with no adjustment to the Purchase Price,
reduction or abatement, and Seller shall assign Seller's right,
title and interest in and to all insurance proceeds.
(b) If, prior to closing, the Property, or any part
thereof, is taken (other than as disclosed in writing to Buyer
prior to the date of this Agreement) by eminent domain, this
Agreement shall become null and void, at Buyer's option. If
Buyer elects to proceed and to consummate the purchase despite
said taking, there shall be no reduction in, or abatement of, the
purchase price, and Seller shall assign to Buyer all the Seller's
right, title, and interest in and to any award made, or to be
made, in the condemnation proceeding.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the First Payment
shall be immediately returned to Buyer (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof). In such event, Buyer shall have no
liability for the funds expended by Seller for all reasonable
costs incurred with respect to updating title and survey as set
forth in Paragraph 6 and Seller shall be responsible for all
Escrow Fees charged in connection with this Agreement.
17. Cancellation If any party elects to cancel this Contract
because of any breach by another party, the party electing to
cancel shall deliver to escrow agent a notice containing the
address of the party in breach and stating that this Contract
shall be canceled unless the breach is cured within 13 days
following the delivery of the notice to the escrow agent. Within
three days after receipt of such notice, the escrow agent shall
send it by United States Mail to the party in breach at the
address contained in the Notice and no further notice shall be
required. If the breach is not cured within the 13 days following
the delivery of the notice to the escrow agent, this Contract
shall be canceled.
18. Miscellaneous.
(a) This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the essence.
This Agreement will not be construed for or against a party
whether or not that party has drafted this Agreement. If there
is any action or proceeding between the parties relating to this
Agreement the prevailing party will be entitled to recover
attorney's fees and costs. This is an integrated agreement con
taining all agreements of the parties about the Property and the
other matters described, and it supersedes any other agreements
or understandings. Exhibits attached to this Agreement are
incorporated into this Agreement. Buyer has the right to assign
this Agreement to another party without Seller's consent, but
shall not be binding upon Seller until receipt of written notice
thereof, and provided, further, that Buyer shall remain liable
for the obligations of Buyer hereunder until the same are
fulfilled or this Agreement is terminated according to the
provisions hereof.
(b) If escrow has not closed through no fault of Seller, by
July 1, 1998, Seller may either, at its election, extend the
closing date or exercise any remedy available to it by law,
including termination of this Agreement.
(c) All Funds to be deposited or paid by Buyer, after the
First Payment will be good and clear funds in the form of cash,
cashier's checks or wire transfers.
(d) All notices from either of the parties hereto to the
other shall be in writing and shall be considered to have been
duly given or served if sent by first class certified mail,
return receipt requested, postage prepaid, or by a nationally
recognized courier service guaranteeing overnight delivery to the
party at his or its address set forth below, or to such other
address as such party may hereafter designate by written notice
to the other party.
If to Seller:
Attention: Xxxxxx X. Xxxxxxx
AEI Real Estate Fund 86-A Limited Partnership
AEI Real Estate Fund XVIII Limited Partnership
1300 Minnesota World Trade Center
00 X. 0xx Xxxxxx
Xx. Xxxx, XX 00000
with copy to:
Xxxxxxx X. Xxxxxxxxx
Attorney at Law
0000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxx
Xx. Xxxx, XX. 00000
If to Buyer:
Unlimited Development, P.L.L.,
ATTENTION: Mr. Xxxxx Xxxxx
C/O Smyth Automotive
0000 Xxxxx Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
with copy to:
Mr. Xxxxx Xxxxxxxx
Attorney at Law
0000 Xxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
19. Acceptance. When accepted, this offer will be a binding
agreement for valid and sufficient consideration which will bind
and benefit Buyer, Seller and their respective successors and
assigns. Buyer is submitting this offer by signing a copy of
this offer and delivering it to Seller and Escrowee (along with
the First Payment to Escrowee. Seller has three (3) business
days after receipt of the executed offer within which to accept
this offer and to notify Xxxxx X. Xxxxxxxx, attorney for Buyer,
as provided in subparagraph 18d by returning two executed copies
of this Agreement. Upon receipt of the two executed copies,
Xxxxx X. Xxxxxxxx will deposit the First Payment and one executed
copy of the Agreement with the Escrow Agent.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER:
Signed in the Presence of: Unlimited Development, P.L.L.
/s/ Xxxxx X Xxxxxxxx By: /s/ Xxxxx X Xxxxx
Print Name: Xxxxx X Xxxxxxxx Print Name: Xxxxx X Xxxxx
/s/ Xxxxxx X Xxxx Office Held: Gen Partner
Print Name: Xxxxxx X Xxxx
SELLER:
Signed in the Presence of: AEI REAL ESTATE FUND XVIII LIMITED
PARTNERSHIP, a Minnesota limited
partnership.
By: AEI Fund Management XVIII, Inc.,
its corporate general partner
/s/ Xxxxx X Xxxxxx By: /s/ Xxxxxx X Xxxxxxx
Print Name: Xxxxx X Xxxxxx Xxxxxx X. Xxxxxxx,
President
/s/ Xxxxx-xx X Xxxxxx
Print Name: Xxxxx-xx X Xxxxxx
Signed in the Presence of: AEI REAL ESTATE FUND 86-A LIMITED
PARTNERSHIP, a Minnesota limited
partnership.
/s/ Xxxxx X Xxxxxx By: AEI Fund Management XVIII, Inc.,
its corporate general partner
By:/s/ Xxxxxx X Xxxxxxx
Print Name: Xxxxx X Xxxxxx Xxxxxx X. Xxxxxxx,
President
/s/ Xxxxx-xx X Xxxxxx
Print Name: /s/ Xxxxx-xx X Xxxxxx
EXHIBIT "A"
LEGAL DESCRIPTION
Being Lot Number Two (2) as the same is known and designated
on the Record plan of Springboro Crossings, a subdivision of
lands and lots as described in Plat Book "20", page 96 of the
Xxxxxx County Plat Records.
Together with a 45-foot-wide access utility and drainage
easement across the southerly portion of the subject premises as
shown in Plat Book "20", page 96 of the Xxxxxx County Plat
Records, and
Together with perpetual and non-exclusive ingress and egress
easement granted pursuant to Warranty Deed dated December 18,
1989 and recorded in Official Records 541, page 421 of the Xxxxxx
County Recorder.
FIRST AMENDMENT AND ADDENDUM TO
REAL ESTATE PURCHASE AGREEMENT
This Amendment to the PURCHASE AGREEMENT ( "Agreement") is made
as of the 14th day of July, 1998, by and between AEI REAL ESTATE FUND
XVIII LIMITED PARTNERSHIP, a Minnesota limited partnership and AEI
REAL ESTATE FUND 86-A LIMITED PARTNERSHIP, a Delaware limited
partnership.,("SELLER"), UNLIMITED DEVELOPMENT, P.L.L., AN OHIO
GENERAL PARTNERSHIP HAVING LIMITED LIABILITY, ("BUYER").
WHEREAS, SELLER AND BUYER entered into the AGREEMENT on May 12,
1998;
WHEREAS, BUYER gave notice of cancellation dated the 10th day of
June, 1998 pursuant to Section 6 of the Agreement; and
WHEREAS, SELLER and BUYER desire to proceed with the Agreement
upon the following amended terms and agreements.
NOW, THEREFORE, in consideration of the premises, covenants and
mutual agreements contained herein, the parties agree as follows:
1. Section 3 of the AGREEMENT dated May 12th, 1998 is stricken in
its entirety and the following is substituted therefor:
"3. Purchase Price. The purchase price for this Property is
$405,000."
2. Section 4 of the AGREEMENT dated May 12th, 1998 is stricken in
its entirety and the following is substituted therefor:
"4. Terms. The purchase price for the Property will be paid by
Buyer as follows:
(a) Upon receipt of an executed copy of this Agreement,
Buyer will Deposit $10,000 (the "First Payment") with Escrowee
Lawyer's Title of Cincinnati, Inc. The First Payment will be credited
against the purchase price when and if escrow closes and the sale is
completed, or otherwise disbursed pursuant to the terms of this
Agreement.
(b) Buyer will pay the balance of the purchase price for the
Property, $395,000 in cash or good funds (the "Second Payment") at
closing to the ("Escrowee") who shall close the transaction according
to the terms hereof."
3. Section 5 of the AGREEMENT dated May 12th, 1998 is stricken in
its entirety and the following is substituted therefor:
1. Closing Date. Escrow shall close on or before July 21, 1998."
4. Closing Contingency. Buyer's obligation to close pursuant to
this Agreement is contingent upon Seller delivering to Escrow Agent on
or before Closing fully executed copies in recordable form of the
"AGREEMENT FOR PARTIAL RELEASE OF DEED RESTRICTION" between Seller
and The Standard Oil Company as previously supplied to Buyer's counsel
on June 30, 1998. If Seller does not deliver said agreement copies to
Escrow Agent as set forth herein, then this Amendment to Agreement
shall be null, void and of no further effect and the parties shall be
restored to their legal positions as if this FIRST AMENDMENT AND
ADDENDUM TO REAL ESTATE PURCHASE AGREEMENT had not been entered into.
5. Expiration of Offer. The date of this Agreement represents the
date of execution by BUYER. If SELLER does not simultaneously execute
this Agreement, then this Agreement shall be deemed an Offer to Amend.
In such an event, SELLER shall have forty eight (48) hours to return a
fully executed copy of this Agreement to BUYER'S Counsel, Xxxxx X.
Xxxxxxxx, 0000 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 as provided in
subparagraph 18d of the AGREEMENT. If SELLER shall fail to deliver a
fully executed copy of this FIRST AMENDMENT AND ADDENDUM TO REAL
ESTATE PURCHASE AGREEMENT to BUYER'S Counsel within said period of
time, then this Agreement shall become null, void and of no further
force and effect.
In all other respects, the Agreement is hereby ratified and
confirmed and it is the intent of the parties to continue the
Agreement, as modified by this Amendment, in full force and effect.
IN WITNESS WHEREOF, BUYER and SELLER have executed this First
Amendment and Addendum to the Agreement as of the date first above
written.
BUYER:
Signed in the Presence of: Unlimited Development, P.L.L.
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx X Xxxxx
Print Name: Xxxxxxx Xxxxxxxx Print Name: Xxxxx X Xxxxx
/s/ Xxxxx X Xxxx Office Held: Partner
Print Name: Xxxxx X Xxxx
SELLER:
Signed in the Presence of: AEI REAL ESTATE FUND XVIII LIMITED
PARTNERSHIP, a Minnesota limited
partnership.
By: AEI Fund Management XVIII, Inc.,
its corporate general partner
/s/ Xxxxx X Xxxxxx By: /s/ Xxxxxx X Xxxxxxx
Print Name: Xxxxx X Xxxxxx Xxxxxx X. Xxxxxxx, President
/s/ Xxxxx-xx X Xxxxxx
Print Name: Xxxxx-xx X Xxxxxx
Signed in the Presence of: AEI REAL ESTATE FUND 86-A LIMITED
PARTNERSHIP, a Delaware limited
partnership.
By: AEI Fund Management 86-A, Inc.,
its corporate general partner
/s/ Xxxxx X Xxxxxx By: /s/ Xxxxxx X Xxxxxxx
Print Name: Xxxxx X Xxxxxx Xxxxxx X. Xxxxxxx, President
/s/ Xxxxx-xx X Xxxxxx
Print Name:Xxxxx-xx X Xxxxxx
