STATE OF SOUTH CAROLINA :
: GENERAL PARTNERSHIP SALE AGREEMENT
COUNTY OF GREENVILLE :
THIS GENERAL PARTNERSHIP SALE AGREEMENT (the "Agreement") is made and
entered this 17th day of November, 1998, by and between BCIP I & III, LLC, a
Georgia limited liability company (hereinafter "Buyer") and IBGP, INC., a
Delaware Corporation, and INSIGNIA XXXXXXX, XX, a Delaware limited partnership
(hereinafter collectively "Seller").
W I T N E S S E T H
WHEREAS, IBGP, Inc. is the owner of 104 Management, Inc., which is in turn
the owner of the general partnership interest in Xxxxxxx Management, LP; and
WHEREAS, Insignia Xxxxxxx, XX is the owner of the limited partnership
interest in Xxxxxxx Management, LP and 100% of the Class B limited partnership
interest in Xxxxxxx Companies Income Properties LP I (BCIP I) and Xxxxxxx
Companies Income Properties LP III (BCIP III); and
WHEREAS, Xxxxxxx Management, LP is the owner of the general partnership
interest in BCIP I and BCIP III; and
WHEREAS, BCIP I is the owner of certain real property commonly known as
Georgetown Landing in Georgetown, South Carolina, Whitehorse Plaza in
Greenville, South Carolina, and Xxxxxxxxx Plaza in Aiken, South Carolina; and
WHEREAS, BCIP III is the owner of certain real property commonly known as
Highpoint Village in Bellafontaine, Ohio and Xxxxxxx Xxxxx xx Xx. Xxxxxxxx,
Xxxxxxxx; and
WHEREAS, Buyer is desirous of purchasing and Seller is desirous of selling
all of its interest in (i) 104 Management, Inc. (and its general partnership
interest in Xxxxxxx Management, LP), (ii) the limited partnership interest of
Insignia Xxxxxxx, XX in Xxxxxxx Management, LP, (iii) the Class B limited
partnership interest of Insignia Xxxxxxx, XX in BCIP I and BCIP III, and by
virtue of the sale of Xxxxxxx Management, LP, Seller is desirous of transferring
to Buyer, (iv) the general partnership interest of Xxxxxxx Management, LP in
BCIP I, and (v) the general partnership interest of Xxxxxxx Management, LP in
BCIP III.
NOW, THEREFORE, for and in consideration of the Purchase Price to be paid
from Buyer to Seller and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
I. WARRANTIES
Seller warrants:
(i) it is the owner of:
(a) 100% of all stock of 104 Management, Inc.,
(b) the general partnership interest of 104 Management, Inc. in
Xxxxxxx Management, LP,
(c) the limited partnership interest in Xxxxxxx Management, LP,
(d) Xxxxxxx Management, LP and by virtue thereof, the general
partnership interest in BCIP I
(e) Xxxxxxx Management, LP and by virtue thereof, the general
partnership interest in BCIP III
(f) 100% of the Class B limited partnership interest in BCIP I and
(g) 100% of the Class B limited partnership interest in BCIP III; and
(ii) BCIP I is the owner of certain real property commonly known as
Georgetown Landing in Georgetown, South Carolina, Whitehorse Plaza in
Greenville, South Carolina, and Xxxxxxxxx Plaza in Aiken, South
Carolina and BCIP III is the owner of certain real property commonly
known as Highpoint Village in Bellafontaine, Ohio and Gateway Plaza in
Mt. Sterling, Kentucky (collectively, the five real properties are
hereinafter the "Properties"); and
(iii)Seller is in good standing under the incorporation and
partnership laws of Delaware and duly authorized to enter and perform
the agreements contained herein and the signatories below are duly
authorized to bind Seller to these agreements; and
(iv) there are no liens affecting the Properties other than the mortgage
interests of New York Life Insurance Company in the properties owned
by BCIP I and Aegon Life Insurance Company in the properties owned by
BCIP III nor are there any defects in the titles to the Properties;
and
(v) neither Seller nor its parent company or subsidiaries have encumbered
their ownership interest in the Properties or in the various ownership
interests as recited in Article I(i) above except via the mortgages to
New York Life Insurance Company and Aegon Life Insurance Company as
set forth herein.
II. PURCHASE
Seller hereby sells and Buyer hereby purchases (i) 104 Management, Inc.
(and its general partnership interest in Xxxxxxx Management, LP), (ii) the
limited partnership interest of Insignia Xxxxxxx, XX in Xxxxxxx Management,
LP, (iii) all of the Class B limited partnership interests of Insignia
Xxxxxxx, XX in BCIP I and BCIP III, (iv) Xxxxxxx Management, LP and its
general partnership interest in BCIP I, (v) Xxxxxxx Management, LP and its
general partnership interest in BCIP III.
III. TRANSFER OF OWNERSHIP
Promptly upon execution of this Agreement, Seller agrees to transfer via
overnight delivery (i) 100% of the stock of 104 Management, Inc. and (ii)
Xxxxxxx Management, LP and Seller's and its subsidiaries' Class B limited
partnership interests in BCIP I and BCIP III, and by virtue of this
Agreement, Seller does hereby transfer Insignia Xxxxxxx, LP's limited
partnership interest in Xxxxxxx Management, LP. By virtue of and in
addition to the above transfers, Seller hereby conveys its general
partnership interest and Class B limited partnership interest in BCIP I and
BCIP III.
IV. PURCHASE PRICE
Buyer shall cause one hundred thousand ($100,000) Dollars to be wired to
Seller's account on the date hereof.
V. ACCOUNTING
Seller shall prepare within thirty (30) days of the date hereof a complete
and final accounting of all outstanding accounts receivable and payable
affecting the Properties and a cash ledger, general journal and copies of
any other reasonable documentation requested by Buyer.
VI. TRANSFER OF DOCUMENTATION
Upon consummation of this transaction, it is understood and agreed by Buyer
and Seller that Buyer shall control all operating accounts and funds of
BCIP I and BCIP III and the underlying Properties on the date hereof. In
addition, while Seller may not have complete copies of all documentation,
to the extent possible, Seller shall promptly deliver to Buyer originals or
legible copies of all mortgages, notes, other loan documentation,
correspondence with lenders, tax records (income and ad valorem), leases,
sales information and correspondence with tenants, construction plans,
surveys, site plan, leasing leads, partnership agreements, partnership
records, and quarterly and annual reports required to be filed by
government agencies.
VII. NOTICES
Any notice or delivery required to be sent hereunder shall be sent via
receipted courier delivery and certified or registered U.S. Mail, prepaid
to the addresses listed below:
If to Seller: 00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx Xxxx
If to Buyer: 0000 Xxxxxxx Xxxx, Xxxxx 0
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
VIII. MISCELLANEOUS
It is the intent of this Agreement and Seller hereby agrees and warrants
that it is selling to Buyer all of its right, title and interest of every
nature whatsoever in and to those certain partnerships which currently own
the Properties and any other residual interest it may have in the
Properties. In the event of failure or breach of any of the warranties
recited herein and in recognition of the fact that Seller is disassociating
itself from the Properties and any ownership thereof, Seller hereby
appoints Buyer as its attorney in fact (individually and collectively), and
Buyer may execute on Seller's behalf any documentation Buyer deems
necessary and proper to effectuate the intent of this Agreement. This
Agreement shall be governed by laws of the State of Georgia, and
jurisdiction and venue shall lie in and be non-removable from the Superior
Court of Richmond County, Georgia.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year first above written.
SELLER
IBGP, INC., a Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
As its: President
INSIGNIA XXXXXXX, XX, a Delaware
limited partnership
IJM Directives, Inc. (Corporate General Partner)
By: /s/ Xxxxxxx X. Xxxxxx
As its: President
BUYER
BCIP I & III, LLC, a Georgia limited
liability company
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
As its: Member Manager
