LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT
1. PARTIES. This Agreement is made between Efficiency Lodge, Inc., a
Georgia Partnership, hereinafter referred to as Purchaser, Crown Group, Inc. and
Chadco, Inc., hereinafter referred to as Sellers, and W. Xxx Xxxxxx, hereinafter
referred to as Guarantor.
2. SELLERS' OWNERSHIP OF THE SHARES. Sellers own 99% of Home Stay Lodge I,
Ltd., a Florida limited partnership ("Home Stay" or "Partnership"). This 99%
interest represents 100% of the limited partnership interest of Home Stay. The
general partner of the Partnership is Home Stay Lodge, Inc. and it owns a 1%
interest.
3. PARTIES' INTENT TO BUY AND SELL. Sellers agree to sell, and Purchaser
agrees to buy, the entire limited partnership interest of Sellers in Home Stay.
4. PRICE. Purchaser agrees to purchase the shares for a price of
$6,442,500.00 less the outstanding mortgage balance due to Bank of Pensacola by
Home Stay on the date of closing. The Purchaser will also pay all closing costs,
including Sellers attorneys fees.
5. CLOSING. The parties agree to complete the sale and purchase provided
for in this Agreement at a closing to be held at location of Sellers choice on
December 1, 1999.
For purposes of this Agreement, the term "time of closing" will be
deemed to be the close of business on the day prior to the day of the closing.
6. DELIVERY OF THE SHARES AT CLOSING. Seller agrees to deliver to Purchaser
an assignment of limited partnership interest transferring all of their limited
partnership interest in Home Stay free and clear of any liens or encumbrances
and with warranties of title.
7. PAYMENT OF CONSIDERATION AT CLOSING. Purchaser agrees to deliver to
Seller at closing the purchase price as follows: the Purchase Price shall be
paid 25% by cashier's check at the closing and 75% by an unsecured promissory
note payable on the terms set forth hereafter. Interest shall accrue at
consensus New York Prime plus 1% adjusted quarterly. Payments will be made
monthly and the note and pledge agreement will be fully amortized over 5 years.
The terms and provisions of the promissory note will be those customarily used
by financial institutions in the Pensacola, Florida area. The Note will be
delivered outside the State of Florida and will be personally guaranteed by W.
Xxx Xxxxxx.
8. SELLERS' REPRESENTATION AND WARRANTIES. Seller represents and warrants:
a. Organization and Powers of the Partnership. The Partnership is, and will
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be at the time of closing, legally organized and in good standing under the laws
of Florida.
The Partnership has, and will have at the time of closing, the power to own
its property and carry on its business as it is now being conducted.
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b. Capitalization. The initial capital of the Partnership was $10,000.00.
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The Partnership does not have, nor will it have at the time of closing, any
obligations or commitments related to its partnership interests which may
require the Partnership to issue any additional partnership interests.
c. Liabilities. Seller warrants and represents that the Partnership will
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have no liabilities or obligations as of the date of closing. Sellers will
indemnify Purchaser up to an amount not in excess of the purchase price for any
liabilities or obligations not disclosed in this Agreement that existed as of
the date of closing. Any liabilities or obligations overlapping the date of
closing will be prorated as of the date of closing. Sellers will give Purchaser
a credit at closing for any tenant deposits held by the Partnership and for
11/12's of the 1999 property taxes. The Partnership will maintain separate
accounts and credit card numbers for all transactions occurring after 12:01
A.M., December 1, 1999. The existing accounts and assets, other than the real
properties and furniture, fixtures and equipment, shall continue to be managed
by the Xxxxxxx Company until liquidation. After the payment of all expenses
related to the period ending prior to December 1, 1999, the remaining balance of
such assets and accounts shall be distributed to the Sellers. The Sellers will
be responsible for the payment of the termination fee due to The Xxxxxxx
Company.
d. Real Property. Attached to this Agreement is Exhibit A, containing a
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description of all lands, buildings, and improvements owned by the Partnership.
Sellers represent that the Partnership has marketable title in fee simple to all
of such real property, and it is and will be as of the closing free and clear of
any interests, liens, encumbrances, mortgages, or charges of any kind other than
those enumerated on Exhibit B.
e. Contracts, Leases. Exhibit C contains a list of all contracts and leases
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to which the Partnership is a party.
f. Inventory. The inventories of the Partnership consist solely of items
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regularly and currently used in the Partnership's business.
g. Litigation. There are no actions or proceedings pending, or, as far as
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Sellers know, threatened, against the Partnership in any court, administrative,
or other body.
9. Purchaser's Representations and Warranties. Purchaser represents and
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warrants that:
a. Organization. Purchaser is a Corporation validly organized, and in good
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standing, under the laws of Georgia.
b. Authorization. Purchaser has the full legal right and power and all
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authority and approval required to enter into, execute, and deliver this
Agreement and to perform fully its obligations under this Agreement. This
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Agreement has been duly executed and is the valid and binding obligation of
Purchaser enforceable in accordance with its terms, except as may be limited by
bankruptcy, moratorium, reorganization, insolvency, or other similar law now or
hereafter in effect generally affecting the enforcement of creditors' rights. No
approval or consent of any foreign, federal, state, county, or other
governmental or regulatory body, and (except as may be otherwise specified in
this Agreement or any Exhibit thereto) no approval or consent of any other
person is required in connection with the execution and delivery of this
Agreement and the consummation and performance by Purchaser of the transactions
contemplated hereby.
C. Securities Law. Purchaser does not now intend, and will not intend
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at the time of closing, to distribute the interest to be purchased under this
Agreement, or sell such interest, or otherwise be involved in a transaction
which would require registration of the interest under the Securities Act of
1933, as amended.
10. Conditions to Purchaser's Obligations. The purchase of the limited
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partnership interest by Purchaser under this Agreement is subject to the
following conditions, which must be satisfied before or at the time of closing.
a. Delivery of Shares. Sellers must deliver to Purchaser assignments of
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limited partnership interest with warranties of title, free and clear of any
liens or encumbrances.
b. Representations and Covenants. All representations and warranties made
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by Sellers in this Agreement are true now, and must be true at the time of
closing, and Sellers must have performed all covenants made under this
Agreement.
C. No Property Damage or Material Change. Until the closing, no fire,
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flood, or other event will have destroyed or damaged a material part of the
assets or other property of the Partnership.
11. CONDITIONS TO SELLERS' OBLIGATION. The obligation of Sellers to sell to
Purchaser its interests in the Partnership as provided in this Agreement is
subject to the following conditions, to be satisfied at or before the closing:
a. Receipt of Payment. Purchaser will deliver to Sellers the cash and note
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required under earlier provisions of this Agreement.
B. Representations and Covenants. The representations and warranties made
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by Purchaser in this Agreement must be true at the time of closing, the
Purchaser will have performed all the covenants contained in this Agreement at
or before the closing.
C. Release From Bank. Bank of Pensacola shall have approved this sale and
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shall have released all guarantors under the note and mortgage that it currently
holds.
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12. MISCELLANEOUS.
a. Notification and Claims. If Purchaser intends to made a claim for
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indemnification, it will deliver to Sellers a certificate signed by an officer
of Purchaser. Such certificate must (1) state that a loss has occurred to which
Purchaser is entitled to indemnification under this Agreement, and (2) specify
each item of loss, or other claim, in detail, including the date of the loss,
the amount of the loss and the nature of the misrepresentation, breach of
warranty, or claim.
b. Binding Effect. This Agreement will be binding upon and enforceable by
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the parties, and their personal representatives or successors.
C. Governing Law. This Agreement is to be construed and governed according
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to the laws of Florida.
D. Counterparts. This Agreement will be executed simultaneously in one or
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more counterparts. Each counterpart will be considered an original and valid and
binding.
E. Simultaneous Closing. This Agreement must close simultaneous with the
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purchase of the stock in the partnership general partner by W. Xxx Xxxxxx from
the existing shareholders.
F. Termination of Partnership for Tax Purposes. Both Sellers and Buyer
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acknowledge that the sale of the limited partnership interest, which interest
exceed 50% of the Partnership, will cause a termination of the Partnership for
tax purposes. Both parties have made an independent investigation of the
ramifications of said termination. Sellers will have prepared and filed at their
expense the final tax return for the Partnership for the period ending
November 30, 1999.
The parties execute this Agreement on the ____ day of December, 1999.
SELLERS:
Crown Group, Inc.
By: /s/ X.X. Xxxxxxx
Its Vice President
Chadco, Inc.
By: /s/ [unreadable]
Its _____ President
PURCHASER:
Efficiency Lodge, Inc.
By: /s/ W. Xxx Xxxxxx
Its _____ President
GUARANTOR
/s/ W. Xxx Xxxxxx
W. Xxx Xxxxxx
