EXHIBIT 10.1
PARTNERSHIP ASSET DISTRIBUTION AGREEMENT
This PARTNERSHIP ASSET DISTRIBUTION AGREEMENT ("Agreement") is made and
entered into as of February 28, 2005 ("Effective Date") by and among UCV, L.P.,
a California limited partnership ("UCV"), UCVNV, INC., a Nevada corporation
("UCVNV"), PAS MANAGEMENT, INC., a Nevada corporation ("PAS"), SPORTS ARENAS
PROPERTIES, INC., a California corporation ("SAPI"), and XXXXXXXX X. XXXXXXX, an
individual ("Xxxxxxx"). UCV, UCVNV, PAS, SAPI and Xxxxxxx may be referred to
herein individually as a Party or collectively as Parties.
A. UCVNV has been the Managing General Partner of UCV holding a 1%
Partnership Interest in UCV ("UCV Interest").
B. PAS is a General Partner of UCV holding a 1% Partnership Interest
in UCV ("PAS Interest").
C. SAPI is a Limited Partner of UCV holding a 41.77% Units of UCV
("SAPI Interest").
X. Xxxxxxx is a Limited Partner of UCV holding a 56.23% Units in UCV
("Xxxxxxx Interest").
E. The Parties entered into that certain Agreement of Limited
Partnership dated as of June 1, 1997 (the "Partnership Agreement"), as amended
on February 27, 2001 (the "First Amendment"), March 6, 2002 (the "Second
Amendment"), March 12, 2002 (the "Third Amendment") and September 12, 2003 (the
"Fourth Amendment") and as amended by those certain Memoranda dated effective
March 31, 2003, August 31, 2004 and October 12, 2004.
F. All capitalized terms used but not defined herein shall have the
same meanings ascribed to them in the Partnership Agreement.
G. UCV desires to make and PAS and Xxxxxxx desire to accept the
distribution of certain partnership assets, as more fully set forth herein, in
full satisfaction of their respective partnership interest(s) in UCV.
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Parties agree as
follows.
1. Distribution of Partnership Assets to Xxxxxxx and PAS. In
consideration of the full satisfaction and termination of all of Xxxxxxx'x and
PAS' rights, title and interest in the Xxxxxxx Interest and the PAS Interest, as
of the Effective Date, the following partnership assets shall be distributed,
transferred and conveyed to Xxxxxxx and PAS, in the form attached hereto and
made part hereof as Exhibit "A":
1.1 all of UCV's 100% membership interest in UCV MEDIA TECH CENTER,
LLC, a Delaware limited liability company ("UCVMTC").
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1.2 the Parties hereby acknowledge and agree UCVMTC is the titleholder
of record of those certain real properties located at 2702, 2705, 2709 and
2710 Media Tech Center Drive, in the City of Los Angeles, County of Los
Angeles, State of California (the "Real Property"), together with the
following:
1.2.1 all buildings, fixtures, and other improvements situated on the
Real Property ("Improvements");
1.2.2 all rights, easements, and appurtenances pertaining to the Real
Property, including any right, title and interest in and to adjacent
streets, roads, alleys, and rights of way;
1.2.3 all the personal property located upon or in the Real Property
and the Improvements and used in connection with the operation thereof,
including but not limited to all accounts and account receivables
("Personal Property");
1.2.4 all right, title and interest in and to any rental agreements
with occupants, tenants and lessees of the Improvements and/or the Real
Property, including, but not limited to, all refundable and non-refundable
security, rental and cleaning deposits, and prepaid rent; and
1.2.5 such other rights, interests, and properties as may be specified
in this Agreement
The Real Property, together with the Improvements, Personal Property,
Tenant Leases and other rights, interests, easements, appurtenances, and
properties described in this Agreement, subject to all encumbrances, are
hereinafter collectively called the "Property."
2. Termination of Xxxxxxx Interest and PAS Interest. Subject to the
obligations set forth herein, as of the Effective Date, the Xxxxxxx Interest and
the PAS Interest shall be surrendered, liquidated and terminated.
3. Payment To SAPI. In consideration of the obligations set forth
herein and as a settlement of certain disputes as of the Effective Date, upon
the execution of this Agreement, Xxxxxxx and/or PAS shall make a one-time
payment in the amount of $57,000.00 to UCV, UCVNV and SAPI.
4. Value of Asset Distributed. The Parties acknowledge and agree the
value of the UCVMTC represents the equivalent fair market value of the Xxxxxxx
Interest and the PAS Interest as determined pursuant to arms' length
negotiations. Each Party further acknowledges that a tax attorney or other
qualified advisor has explained the tax consequences of the allocations to
her/it, and further, each Party hereby waives any and all rights she/it may have
to seek any additional appraisal of the Property, UCVMTC, the PAS Interest or
the Xxxxxxx Interest.
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5. Cooperation. To the extent additional documentation or cooperation
shall be required to consummate the transactions contemplated herein or to carry
out the provisions hereof, including but not limited to such documentation or
action as may be required to complete the transfer of UCV's 100% membership
interest in UCVMTC to Xxxxxxx or to obtain the consent or approval of any lender
having any security interest in the Property, the Party whose cooperation may be
required agrees to fully cooperate with the Party requesting such cooperation,
which may include but not limited to executing (with acknowledgment where
necessary) and delivering all documents and instruments and to perform such
other acts as may be necessary to carry out the provisions hereof or use their
best efforts to obtain all consents and authorizations of third parties and
governmental agencies and make all filings with, and give all notices to, third
parties and governmental agencies, which may be necessary or reasonably required
in order to effect the transactions contemplated hereby.
6. Consent of UCV and Managing General Partner. UCV and UCVNV hereby
fully consent to the distribution of UCVMTC (and UCVMTC's ownership of the
Property) to Xxxxxxx and PAS and to the termination of the Xxxxxxx Interest and
the PAS Interest as set forth herein this Agreement.
7. Release of Claims by UCV, UCVNV and SAPI. Except for their
respective obligations set forth herein, UCV, UCVNV and SAPI, each, on behalf of
itself and its predecessors, successors, affiliates, representatives, agents,
employees, officers, owners, shareholders, subsidiaries, affiliates, partners
and assigns does hereby absolutely, fully, and forever release and discharge
Xxxxxxx and PAS and their respective assigns, predecessors, customers,
successors, attorneys, insurers, representatives, agents, employees, officers,
owners, shareholders, subsidiaries, affiliates, and partners from any and all
claims, actions, suits, proceedings, causes of action, appeals, sums of money,
accounts, debts, liabilities, obligations, reckonings, allegations, costs,
expenses, liens, fees, damages, and demands of whatsoever kind or nature,
whether known or unknown, suspected or unsuspected, fixed or contingent arising
out of, relating to or in any way connected to the Xxxxxxx Interest, the PAS
Interest or Xxxxxxx'x and PAS' ownership, operation and interest in UCV.
8. Release of Claims by Xxxxxxx and PAS. Except for their respective
obligations set forth herein, Xxxxxxx and PAS, each, on behalf of herself/itself
and its predecessors, successors, affiliates, representatives, agents,
employees, officers, owners, shareholders, subsidiaries, affiliates, partners
and assigns does hereby absolutely, fully, and forever release and discharge
UCV, UCVNV and SAPI and their respective assigns, predecessors, customers,
successors, attorneys, insurers, representatives, agents, employees, officers,
owners, shareholders, subsidiaries, affiliates, and partners from any and all
claims, actions, suits, proceedings, causes of action, appeals, sums of money,
accounts, debts, liabilities, obligations, reckonings, allegations, costs,
expenses, liens, fees, damages, and demands of whatsoever kind or nature,
whether known or unknown, suspected or unsuspected, fixed or contingent arising
out of, relating to or in any way connected to UCVNV's and SAPI's ownership,
operation and interest in UCV, except the release set forth in this Paragraph 8
does not extend or apply to the following but only if the same was not, on or
before the Effective Date: (i) currently and actually known by Xxxxxxx or PAS;
or (ii) theretofore disclosed in writing to Xxxxxxx or PAS by UCV, UCVNV or SAPI
or any affiliate of thereof:
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a. any fraud, willful misconduct or material misrepresentation
arising out of, relating to or in any way connected to any actions taken or
documents or instruments filed or recorded with any governmental or
administrative agencies relating to or in any way connected with UCV, UCVNV or
SAPI or any dealings or transactions between or among any or all of them and
Sports Arenas, Inc., a Delaware corporation ("Sports Arenas").
b. any breach of fiduciary duty, including but not limited to
undisclosed payments made to or for the benefit of SAPI or any Affiliates of
SAPI or UCVNV or Controlled Affiliates, arising out of or in any way connected
to the operation of UCV, UCVNV, SAPI or their respective relationships with or
dealings or transactions between or among any or all of them and Sports Arenas.
Claims, actions, suits, proceedings, causes of action,
appeals, sums of money, accounts, debts, liabilities, obligations, reckonings,
allegations, costs, expenses, liens, fees, damages, and demands arising out of,
relating to or in connection with matters set forth in Paragraphs 8(a) through
8(b) shall be collectively referred to herein as the "Unreleased Claims".
9. No Assignment of Claims. Each Party represents and warrants that
she/it has not and will not assign, transfer, purport to assign or transfer to
any person, firm, or corporation any claim herein.
10. Waiver of Section 1542: Unknown Claims. The Parties hereby
acknowledge that, except for the obligations and provisions set forth herein and
except for the Unreleased Claims, they are aware that it is the intention of
each of them that the execution of this Agreement shall, except as to the
rights, obligations, and exceptions contained herein, be effective as a full and
final settlement of, and as a bar to, all of UCV's, UCVNV's, SAPI's, Xxxxxxx'x
and PAS' claims which each has or may hereafter have against each other to the
Effective Date. The Parties further acknowledge that they are aware that, if
they hereafter discover facts different from or in addition to the facts which
they now know or believe to be true with respect to each Party's ownership,
operation and interest in UCV and all matters relating thereto, it is
nevertheless their intention hereby to settle, finally, any and all of the
claims which now exist or hereafter may exist with respect to each Party's
ownership, operation and interest in UCV and all matters relating thereto,
except for the Unreleased Claims.
With respect to the releases contained herein, it is acknowledged by
each Party that she/it has been informed of the provisions of Section 1542 of
the Civil Code of the State of California, and each Party does hereby expressly
waive and relinquish all rights and benefits which they have or may have under
said Section, which reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
----- --------- -------- -------- ----------
UCV UCVNV SAPI Xxxxxxx PAS
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11. Hold Harmless.
11.1 From and after the Effective Date, Xxxxxxx and PAS shall
assume and protect, defend, indemnify and hold UCV, UCVNV and SAPI harmless from
any and all liabilities, including but not limited to reasonable attorney fees,
and obligations arising from the ownership, operation, maintenance or financing
of UCVMTC or its Property.
11.2 From and after the Effective Date, UCVNV and SAPI shall
protect, defend, indemnify and hold Xxxxxxx and SAPI harmless from any and all
liabilities, including but not limited to reasonable attorney fees, and
obligations arising from UCVNV's and SAPI's ownership, operation, maintenance or
financing of UCV or its property or the property of any entity owned or
controlled by UCV.
12. 2004 Partnership and Tax Return. Partnership accounting and tax
return for UCV for the year 2004 shall be prepared by Xxxxxx & Xxxxxx, CPAs. The
Parties shall cooperate to prepare tax basis financial statements, allocation of
tax gain and loss and establish partner tax basis for Xxxxxxx and PAS for the
period from January 1, 2005 to the Effective Date. Notwithstanding anything to
the contrary, the Parties agree UCVNV's and SAPI's share of the costs of the
preparation of the 2004 and 2005 short year tax returns shall not exceed $5,000.
13. Representations and Covenants.
13.1 Partnership Records. UCV, UCVNV and SAPI, each, hereby
warrants and covenants that they shall either deliver to Xxxxxxx or PAS true and
complete originals or copies of or keep and maintain all partnership records,
including but not limited to, all local, state and federal tax returns,
financial records, business records, contracts, agreements, evidences of
intangible assets, tangible assets and all other records, relating to UCV for a
period of ten (10) years from the Effective Date, and further, in the event any
records relating to UCV are intended to be destroyed, the entity in possession
of such records to be destroyed, shall provide Xxxxxxx and PAS with a thirty
(30) days prior written notice which shall set forth in specific details the
records to be destroyed.
13.2 No Sale of Assets. Each Party hereby represents and
warrants that she/it has not assigned, transferred, or sold to any person, firm
or entity, any assets, including but not limited to any real or personal
properties, accounts or account receivables, which UCV owns prior to the
Effective Date.
14. Notice Regarding Partnership Matters. Each Party shall promptly
provide the other Parties hereto written notice of any matter, including but not
limited to disputes, claims, lawsuits, audits, assessments, reviews,
proceedings, complains, and charges, relating to the operation and management of
UCV prior to the Effective Date.
15. Miscellaneous.
15.1 Headings. The subject headings of the Paragraphs of this
Agreement are included for purposes of convenience only, and shall not affect
the construction or interpretation of any of its provisions.
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15.2 Entire Agreement; Modification; Waiver. This Agreement
constitutes the entire agreement between the Parties pertaining to the subject
matter contained in it and supersedes all prior and contemporaneous agreements,
representations, and understandings of the Parties. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
the Parties. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the Party making the waiver.
15.3 Binding Agreement. This Agreement shall be binding on and
shall inure to the benefit of the parties to it and their respective heirs,
legal representatives, successors, and assigns.
15.4 Authority. Each person executing this Agreement
represents that they have been authorized to do so and hereby binds their
respective companies.
15.5 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California.
15.6 Severability. If any portion of this Agreement shall be
determined to be invalid or unenforceable, the Parties agree that the remainder
of the Agreement shall be valid and enforceable to the maximum extent possible.
15.7 Construction. This Agreement has been freely negotiated
by the Parties, that each Party has had the opportunity to review and revise
this Agreement, that each Party has had the opportunity to consult with counsel
with regard to this Agreement, and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting Party will
not be employed in the interpretation of this Agreement or any amendments or
exhibits to this Agreement.
15.8 Counterparts and Facsimile. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one of the same instrument. The
Parties contemplate that they may be executing counterparts of this Agreement
transmitted by facsimile and agree and intend that a signature by facsimile
machine shall bind the party so signing with the same effect as though the
signature were an original signature.
15.9 Notices. All notices, requests or other communications
which may be or are required to be given, served or sent by any Party shall be
deemed to have been properly given, if in writing and shall be deemed received
(a) upon delivery, if delivered in person or by facsimile transmission, with
receipt thereof confirmed by printed facsimile acknowledgment, (b) one (1)
business day after having been deposited for next day overnight delivery with
any national reputable overnight courier service, or (c) three (3) business days
after having been deposited in any post office or mail depository regularly
maintained by the United States Postal Office and sent by registered or
certified mail, postage paid, return receipt requested, and in each case,
addressed as follows:
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To Xxxxxxx and PAS:
Xxxxxxxx X. Xxxxxxx
C/o Xxxx-Xxxxxx & Xxxxxxxx
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
With a Copy To:
Xxxx-Xxxxxx & Xxxxxxxx
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
To UCV, UCVNV and SAPI:
0000 Xxxxxxx Xxxx, Xxxxx X
Xxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
With copy to:
Xxxxxxxx, Xxxxxx & Xxxxxxx
000 Xxxx X. Xxxxxx, Xxx. 0000
Xxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
15.10 Typographical Error Corrections and Confirmation of General Partners.
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15.10.1 Notwithstanding any provision of the Fourth Amendment to
the contrary, the Fourth Amendment Date shall be September 12, 2003.
15.10.2 Any reference to the "Third Amendment" in Section 4 of
the Fourth Amendment shall instead be deemed to have been made to the
Fourth Amendment.
15.10.3 Notwithstanding any revocation of the First Amendment,
Second Amendment or Third Amendment, UCVNV and PAS are the duly
admitted substitute General Partners of the Partnership and successors
to UCVGP, INC., a California corporation, and XXXXXX PROPERTIES, INC.,
a Missouri corporation, respectively.
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IN WITNESS WHEREOF, the undersigned parties have duly executed this
Agreement as of the day and year first above written.
[Signatures to follow and end on the next page]
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GENERAL PARTNERS:
----------------
UCVNV: UCVNV, INC., a Nevada corporation
BY: ______________________________
Xxxxxx X. Xxxxx, President
PAS: PAS MANAGEMENT, INC., a Nevada corporation
BY: _______________________________
Xxxxxxxx X. Xxxxxxx, President
LIMITED PARTNERS:
----------------
SAPI: SPORTS ARENAS PROPERTIES, INC., a California corporation
BY: _______________________________
Xxxxxx X. Xxxxx, President
Xxxxxxx: ___________________________________
XXXXXXXX X. XXXXXXX,
a married woman as
her sole and
separate property
UCV: UCV, L.P., a California limited partnership
---
BY: UCVNV, INC., a Nevada corporation
Managing General Partner
By: _____________________________
Xxxxxx X. Xxxxx, President
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EXHIBIT A
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this "Assignment") is executed as of February
28, 2005, by UCV, L.P., a California limited partnership ("Assignor") in favor
of Xxxxxxxx X. Xxxxxxx, an individual, or nominee ("Xxxxxxx"), and PAS
Management, Inc., a Nevada corporation ("PAS"). Xxxxxxx and PAS may be
collectively referred to herein as "Assignee".
WHEREAS, Assignor and Assignee entered into that certain Partnership
Asset Distribution Agreement dated of even date hereof (the "Distribution
Agreement"), which shall be incorporated herein and made part hereof, pursuant
to which Assignor agreed to distribute, transfer and convey to Assignee all of
Assignor's 100% membership interest in UCV Media Tech Center, LLC, a Delaware
limited liability company ("UCVMTC").
WHEREAS, Assignor desires to distribute, assign, transfer, setover and
deliver to Assignee all of Assignor's 100% membership interest in UCVMTC,
including but not limited to all rights, title and interest in the Property (as
defined in the Distribution Agreement) (collectively, the "UCVMTC Interest").
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns, transfers, sets over and delivers
to Assignee, its successors and assigns, all of Assignor's right, title and
interest in and to the UCVMTC Interest.
2. This Assignment may be executed in any number of
counterparts, each of which may be executed by any one or more of the parties
hereto, but all of which shall constitute one and the same instrument, and shall
be binding and effective when all parties hereto have executed and delivered at
least one counterpart.
3. The terms and provisions of this Assignment shall be
binding upon and inure to the benefit of the respective parties hereto, and
their respective successors and assigns.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly executed
as of the day and year first written above.
ASSIGNOR:
UCV, L.P., a California limited partnership
BY: UCVNV, INC., a Nevada corporation
Managing General Partner
By: _____________________________
Xxxxxx X. Xxxxx, President
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