AMENDMENT
TO PURCHASE AGREEMENT dated May 14, 2009 CONCERNING THE
PROPERTY AT
TRACTOR-SUPPLY-MESQUITE, TEXAS
Seller and Buyer amend the purchase agreement as
follows:
X (1) The Sales Price in Paragraph 3 of
the contract is: $2,927,100
A. Cash portion of
Sales Price payable $0.00
by Buyer at closing $2,927,100
$2,875,00
X (2) Sum of financing provided by the Seller in 0.0
Paragraph 4 (c):
C. Sales Price in cash at closing
All other terms of the of the purchase agreement, as
otherwise amended, remain unchanged and in full force and
effect.
EXECUTED the 1 day of July, 2009
AEI Net Lease Income
and Growth Fund XIX
Limited Partnership
By: AEI Fund Management
XIX Inc.
By: /s/ XXXXXX X XXXXXXX
Xxxxxx X Xxxxxxx, President
AEI Net Lease Income &
Growth Fund XX Limited
Partnership
By: AEI Fund Management XX, Inc.
By: /s/ XXXXXX X XXXXXXX
Xxxxxx X Xxxxxxx, President
ZYL Investments, L.L.C.
Inverzyl, S.A. de C.V.,
its Sole Member
By: XXXXX XXXXXXX Y XXXXX
Xxxxx Xxxxxxx y Xxxxx
Authorized Representative
AMENDMENT
TO PURCHASE AGREEMENT dated May 14, 2009 CONCERNING THE PROPERTY AT
TRACTOR-SUPPLY-MESQUITE, TEXAS
Seller and Buyer amend the purchase agreement as follows:
X (1) The Sales Price in Paragraph 3 of the
contract is:
A. Cash portion of Sales Price
payable by Buyer at closing $2,875,000.00
X (2) Sum of financing provided by the Seller in
Paragraph 4 (c): $0.00
C. Sales Price in cash at closing $2,875,000.00
All other terms of the of the purchase agreement, as
otherwise amended, remain unchanged and in full force and
effect.
EXECUTED the day of July, 2009
AEI Net Lease Income and
Growth Fund XIX Limited
Partnership
By: AEI Fund Management
XIX Inc.
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
AEI Net Lease Income &
Growth Fund XX Limited
Partnership
By: AEI Fund Management XX, Inc.
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
ZYL Investments, L.L.C.
Inverzyl, S.A. de C.V.,
its Sole Member
By: /s/ Xxxxx Xxxxxxx y Xxxxx
Xxxxx Xxxxxxx y Xxxxx
Authorized Representative
PURCHASE AGREEMENT
Tractor Supply - Mesquite, TX
This AGREEMENT, entered into effective as of the 14th day of
May, 2009.
1. PARTIES. Seller is AEI Net Lease Income & Growth Fund
XIX Limited Partnership, as to an undivided fifty percent
(50%) interest as tenant in common and AEI Net Lease Income
& Growth Fund XX Limited Partnership, as to an undivided
fifty percent (50%) interest as tenant in common together
which owns an undivided 100% interest in the fee simple
title to that certain real property legally described in the
attached Exhibit "A" (the "Property"). Buyer is Xxxxx
Xxxxxxx y Xxxxx. Buyer may assign this Purchase Agreement to
a Texas limited liability company or corporation, with a
third party domestic registered agent for service of process
reasonably satisfactory to Seller. Seller wishes to sell and
Buyer wishes to buy the Property.
2. PROPERTY. The Property to be sold to Buyer in this
transaction consists of an undivided 100% interest in the
real property known as the Tractor Supply Company located at
0000 X. Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000. Seller owns no
interest in any personality or intangible interests in
connection with the Property.
3. PURCHASE PRICE. The purchase price for this 100%
interest in the Property is $3,000,100.
4. TERMS. The purchase price for the Property will be paid
by Buyer as follows:
(A). When this agreement is executed, Buyer will pay $25,100
to Seller (which shall be deposited into escrow with the
Title Company according to the terms hereof) (the "First
Payment"). One Hundred Dollars of the First Payment shall be
considered non-refundable Option Consideration in
consideration for the parties having entered into this
Agreement. Any return of the First Payment to Buyer pursuant
to the terms hereof shall be less the Option Consideration.
The First Payment will be credited against the purchase
price on the Closing Date as provided for herein.
(B). Buyer will pay $1,475,000, less or plus adjustments on
the closing statement pursuant to the terms hereof (the
Second Payment") into escrow in sufficient time to allow
escrow to close on the Closing Date.
(C). The balance of the Purchase Price ($1,500,000) shall be
paid by Buyer pursuant to the following terms and
conditions: The balance of the Purchase Price shall be paid
by Promissory Note (secured by a Deed of Trust) providing
for payments commencing on the first of the month following
the Closing Date in equal monthly installments of principal
and interest at the rate of five and one-half percent per
annum, reflecting a 25 year amortization, 3 year balloon,
whereby the entire unpaid principal and accrued but unpaid
interest shall be due and payable on the third anniversary
of the closing date, according to the amortization schedule
attached hereto as Exhibit C. The Buyer may prepay at any
time without penalty all or any portion of the unpaid
purchase price. The Deed of Trust and Promissory Note shall
provide for payments to be made by Buyer by ACH from Buyer's
account at a lending institution reasonably satisfactory to
Seller. The Deed of Trust and Promissory Note shall further
provide for rents payable by the Tenant of the
1
Property to be paid into a lock-box type account at such
lending institution, such rents only to be released to Buyer
month to month upon successful monthly payment by ACH of the
amount due and payable under the Promissory Note.
The Promissory Note, Deed of Trust, and Deed with
Vendor's Lien shall all be on terms satisfactory to Seller,
reflected in documents containing the terms set forth herein
as well as additional terms to be negotiated between Buyer
and Seller during the Review Period. If Buyer and Seller are
unable to reach agreement on the terms of such documents
during the Review Period, this Agreement shall be terminated
and Buyer's First Payment shall be returned to Buyer.
5. CLOSING DATE. The Second Payment shall be made by Buyer
on or before June 30, 2009 pursuant to the terms herein.
6. DUE DILIGENCE. Buyer will have until June 15, 2009 (the
"Review Period") to conduct all of its inspections and due
diligence and satisfy itself regarding the Property and this
transaction. 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 and this indemnity shall survive
closing or termination of this agreement. Within ten days of
the Effective Date of this Agreement, Seller shall provide
(except as explained below, in Item A):
A. One copy of a title insurance commitment for an Owner's
Title insurance policy (see paragraph 8 below), to be
ordered by Seller immediately upon both parties hereto
having executed this agreement, and said commitment to be
delivered to Buyer as soon as the third party title
insurance company provides it to Seller.
B. Lease Agreement between Greenway Enterprises, Inc. and
Tractor Supply Company dated September 16, 1997.
C. Lease Amendment No. 1 between Greenway Enterprises, Inc
or Assigns and Tractor Supply Company dated December 1,
1997.
D. Assignment of Lease between Greenville-TSC Ltd., a
Texas Limited Partnership as Assignor of Greenway
Enterprises, Inc. or Assigns and V.R. Partners I, L.P. , a
Texas Limited Partnership.
E. Assignment of Lease between V.R. Partners I, L.P., a
Texas Limited Partnership and AEI Net Lease Income & Growth
Fund XIX Limited Partnership, as to an undivided fifty
percent (50%) interest as tenant in common and AEI Net Lease
Income & Growth Fund XX Limited Partnership, as to an
undivided fifty percent (50%) interest as tenant in common.
F. City of Mesquite Certificate of Occupancy dated July 1,
1998
G. Phase I site assessment prepared by Xxxxxx-Xxxxx
Associates, Inc. dated Xxxxx 0, 0000
X. Tractor Supply Company 2008 Form 10-K file February 25,
2009 for the period ended December 27, 2008
Tractor Supply - Mesquite, Texas - 2 -
I. ALTA/ACSM Land Title Survey prepared by Xxxxxxxxxx &
Associates, Inc. dated 2/14/06.
J. Owner Policy of Title Insurance issued by First
American Title Insurance Company dated 3/13/06.
Buyer may cancel this agreement for any reason in its sole
discretion by delivering a cancellation notice, return
receipt requested, to Seller and escrow holder before the
expiration of the Review Period. Such notice shall be
deemed effective only upon receipt by Seller. If this
Agreement is not cancelled as set forth above, 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 escrow cancellation fees and any
liabilities under the first paragraph of section 6 of this
Agreement and those provisions stating otherwise (which
will survive), Seller (after execution of such documents
reasonably requested by Seller to evidence the termination
hereof) shall return to Buyer its First Payment and Buyer
will have absolutely no rights, claims or interest of any
type in connection with the Property or this transaction,
regardless of any alleged conduct by Seller or anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to make the Second Payment
Seller shall be entitled to retain the First Payment and
Buyer irrevocably will be deemed to be in default under
this Agreement. Seller then may, at its option, retain the
First Payment and declare this Agreement null and void, in
which event Buyer will be deemed to have canceled this
Agreement and relinquish all rights in and to the Property,
or Seller may exercise its rights under Section 14 hereof.
If this Agreement is not canceled and the First Payment and
the Second Payment is made when required, all of Buyer's
conditions and contingencies will be deemed satisfied, with
the exception of the payment of the purchase price and as
otherwise provided herein.
7. ESCROW. Escrow shall be opened by Seller and the First
Payment will be deposited by Buyer in escrow upon acceptance
of this Agreement by both parties. The escrow holder will be
an agent of First American Title Insurance Company in San
Antonio, Texas, pursuant to an insured closing services
protection letter issued by First American Title Insurance
Company ("Title Company" or "escrow holder"). 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 agreement of
Title Company to issue a title insurance policy, in an
amount equal to the purchase price, insuring that Buyer owns
fee title to the Property, subject only to: the title
company's standard exceptions; current real property taxes
and assessments; survey exceptions; the rights of parties in
possession pursuant to the lease defined in paragraph 11 below;
all matters of public record; and other items disclosed to
Buyer during the Review Period.
Buyer shall be allowed five (5) business days after receipt
of said commitment for examination and the making of any
objections to marketability thereto, said objections to be
made in writing or deemed waived. If any objections are so
made, Seller shall be allowed sixty (60) days to cure such
objections and make such title marketable 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 will be returned and this Agreement shall be null
and void and of no further force and effect. Seller has no
obligation to spend any funds or make any effort to satisfy
Buyer's objections, if any.
Pending satisfaction of Buyer's objections, the payments
hereunder required shall be postponed, but upon
satisfaction of Buyer's objections and within ten (10) days
after written notice to the Buyer of satisfaction of
Buyer's objections, the parties shall perform this
Agreement according to its terms.
9. CLOSING COSTS. Seller will pay 1/2 the title company
escrow fee and Seller shall pay the cost of obtaining a
commitment for the policy of title insurance and for the
standard Owner's Policy of Title Insurance in the amount of
the Purchase Price. Buyer will pay 'A the title company
escrow fee, the cost of a mortgagee's policy of title
insurance in favor of Seller as the beneficiary of the Deed
of Trust in the amount of the debt reflected in the
Promissory Note, an update to the Survey in Sellers
possession (if an update is required by Buyer) and the cost
of updating any due diligence provided by Seller, if Buyer
requires the same be updated. Seller will pay, at closing, a
2.25% brokerage commission to MSG Management, Inc., pursuant
to Seller's separate written agreement with the broker.
Except as set forth above, both parties represent to the
other that they have not been represented by a broker, and
agree to hold the other harmless from any claim of brokerage
commission by, through, or as a result of representation of
the other party. Each party will pay its own attorney's fees
and costs to document and close this transaction.
10. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.
(A). Because the Property is subject to a net lease (the
"Lease" as further set forth in paragraph 11(A)(1)), the
parties acknowledge that there shall be no present need for
a real estate tax proration. However, Seller warrants 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. Unpaid real estate taxes
and unpaid levied and pending special assessments existing
on the date of Closing shall be the responsibility of
Buyer, pro-rated, however, to the date of closing for the
period prior to closing, which shall be the responsibility
of Seller if Tenant shall not pay the same. Buyer shall
likewise be responsible for all taxes due and payable in
the year after Closing and any unpaid installments of
special assessments payable therewith and thereafter, as
provided herein, if such unpaid levied and pending special
assessments and real estate taxes are not paid by any
tenant of the Property. Buyer shall be obligated to provide
Seller with proof of payment of real estate taxes during
the life of the Deed of Trust, and failure to pay such real
estate taxes shall be an event of default by Buyer
hereunder.
(B). All income and all operating expenses from the
Property, if any, shall be prorated between the parties and
adjusted by them as of the Closing Date. Seller shall be
entitled to all income earned, and shall be responsible for
all expenses incurred, prior to the date of Closing. Buyer
shall be entitled to all income earned and shall be
responsible for all operating expenses of the Property
incurred on and after the date of closing.
11. SELLER'S REPRESENTATION AND AGREEMENTS.
(A). Seller represents and warrants as of this date that:
1. Except for the Lease and amendments listed on Exhibit
"B", Seller is not aware of any leases of the Property.
2. Seller is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
3. N/A.
4. Except as previously disclosed to Buyer and as
permitted in paragraph (b) below, Seller is not aware of any
contracts Seller has executed that would be binding on
Seller after the closing date.
(B). Provided that Buyer performs its obligations as
required, Seller agrees that it will not enter into any new
contracts that would materially affect the Property and be
binding on Seller after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
12. DISCLOSURES.
(A). Seller has not received any notice of any material,
physical, or mechanical defects of the Property, including
without limitation, the plumbing, heating, air conditioning,
and ventilating, electrical system. To the best of Seller's
knowledge without inquiry, all such items are in good
operating condition and repair and in compliance with all
applicable governmental, zoning, and land use laws,
ordinances, regulations and requirements. If Seller shall
receive any notice to the contrary prior to Closing, Seller
will inform Buyer prior to Closing, and Buyer may terminate
this agreement and the First Payment will be returned.
(B). Seller has not received any notice that the use and
operation of the Property is not in full compliance with
applicable building codes, safety, fire, zoning, and land
use laws, and other applicable local, state and federal
laws, ordinances, regulations and requirements. If Seller
shall receive any such notice prior to Closing, Seller will
inform Buyer prior to Closing, and Buyer may terminate this
agreement and the First Payment will be returned.
(C). Seller knows of no facts, nor has Seller failed to
disclose to Buyer any fact known to Seller, which would
prevent the Tenant from using and operating the Property
after the Closing in the manner in which the Property has
been used and operated prior to the date of this Agreement.
If Seller shall receive any notice to the contrary prior to
Closing, Seller will inform Buyer prior to Closing, and
Buyer may terminate this agreement and the First Payment
will be returned.
(D). Seller has not received any notice that the Property is
in violation of any federal, state or local law, ordinance,
or regulations relating to industrial hygiene or the
environmental conditions on, under, or about the Property.
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 Property or the
migration of Hazardous Materials from or to other property.
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,
except such Hazardous Materials on or in connection with the
Property arising out of Seller's gross negligence or
intentional misconduct. If Seller shall receive any notice
to the contrary prior to Closing, Seller will inform Buyer
prior to Closing, and Buyer may terminate this agreement and
the First Payment will be returned.
(E). BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY
IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS
NO OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
THEREON OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY.
(F). BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND SUCH INFORMATION
CONCERNING THE PROPERTY AS SELLER HAS DISCLOSED TO BUYER AS
SPECIFICALLY SET FORTH HEREIN, BUYER IS RELYING SOLELY ON
ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
REPRESENTATIONS OR INFORMATION PROVIDED BY SELLER OR TO BE
PROVIDED BY SELLER, EXCEPT AS SET FORTH HEREIN. BUYER
FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED, OR TO BE
PROVIDED, BY SELLER WITH RESPECT TO THE PROPERTY, THE
PROPERTY AND TO THE LESSEE, WAS OBTAINED FROM A VARIETY OF
SOURCES AND SELLER HAS NOT (A) MADE INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B)
MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS
OF SUCH INFORMATION, EXCEPT AS HEREIN SET FORTH. THE SALE OF
THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS -
WHERE IS" BASIS AND BUYER EXPRESSLY ACKNOWLEDGES THAT, IN
CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT AS
OTHERWISE SPECIFIED HEREIN IN PARAGRAPH 11(A) AND (B) ABOVE
AND THIS PARAGRAPH 12, SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION
OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, SUITABILITY FOR LEASE, SUITABILITY
FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY. SELLER MAKES
NO REPRESENTATIONS OF ANY SORT THAT OWNERSHIP OF THE
PROPERTY WILL RESULT IN A PROFIT TO ANY BUYER.
(G) BUYER ACKNOWLEDGES THAT SELLER CANNOT, AND DOES NOT,
MAKE ANY REPRESENTATION AS TO (A) THE SUCCESS, OR LACK
THEREOF, OF THE PROPERTY, (B) THE LESSEE OR THEIR ABILITY
TO FULFILL THEIR LEASE OBLIGATIONS, OR (C) THE
APPROPRIATENESS OF PURCHASING THE PROPERTY FOR THE BUYER'S
INDIVIDUAL TAX OR FINANCIAL SITUATION OR TAX OR FINANCIAL
OBJECTIVES. BUYER ACKNOWLEDGES THAT HE OR SHE IS RELYING
SOLELY UPON HIS OR HER OWN EXAMINATION OF THE PROPERTY AND
ALL FACTS SURROUNDING THE PURCHASE OF THE PROPERTY INCLUDING
THE MERITS AND RISKS INVOLVED THEREIN.
The provisions (D) (G) above shall survive Closing.
13. CLOSING.
(A). Seller is executing a special warranty deed with
vendor's lien naming Buyer as Grantee, subject to the any
reservations from conveyance and warranty and the exceptions
to conveyance and warranty as provided for herein and any
matters created or permitted by Buyer. It will be delivered
in escrow with the Title Company upon Buyer's written waiver
to Seller of all contingencies to Buyer's further
performance hereunder including the expiration of the Review
Period and when Buyer shall make the Second Payment (the
"Closing Date"). If Buyer shall cancel this contract prior
to the expiration of the Review Period, Buyer's First
Payment shall be returned to Buyer and this Agreement shall
be terminated, except for those provisions that expressly
survive termination hereof.
(B). Seller will deliver within the review period, an
Estoppel Certificate certified by Seller and Lessee as to
the absence of known defaults by Lessee and Lessor under the
Lease, in a form acceptable to the Buyer.
(C). On or before the Closing Date, Buyer will deposit into
escrow the portion of the Purchase Price when required under
Section 4 and any additional funds required of Buyer
(pursuant to this agreement or any other agreement executed
by Buyer) to close escrow. Both parties will deliver to the
escrow holder any other documents reasonably required by the
escrow holder to close escrow.
(D). On the Closing Date, if escrow is ready to close, the
escrow holder will cause the title company to issue the
title policies called for herein; immediately deliver to
Seller the portion of the purchase price deposited into
escrow by cashier's check or wire transfer (less debits and
proration, if any); deliver to Seller and Buyer a signed
counterpart of the escrow holder's certified closing
statement and take all other actions necessary to close
escrow.
(E) Effective as of the Closing Date, Buyer and Seller
shall execute the Deed of Trust and Buyer shall execute the
Promissory Note, the Deed of Trust shall be recorded
against the Property, and the Promissory Note delivered to
Seller.
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 all monies
heretofore paid by the Buyer.
If Seller shall default, Seller will forfeit all rights and
claims and Buyer will be relieved of all obligations and
will be entitled to the return of its Xxxxxxx Money, which
shall be promptly returned to Buyer.
15. BUYER'S REPRESENTATIONS AND WARRANTIES.
(A). Buyer represents and warrants to Seller as follows:
(1). In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by
Buyer, Buyer 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 Seller or the Title Company may require and be
reasonable in order to consummate the transactions
contemplated herein.
(2). 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.
(3). 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.
16. DAMAGES, DESTRUCTION, EMINENT DOMAIN AND EASEMENTS.
(A). If, prior to the Closing Date, 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 $10,000.00, 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. 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 16a 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 (pro-rata in
relation to the Property) resulting from said damage or
destruction to the extent that the same are payable with
respect to damage to the Property, subject to rights of any
Tenant of the Property.
If the cost of repair is less than $10,000.00, Seller shall
credit Buyer for the cost of the repairs. Buyer shall then
be obligated to otherwise perform hereunder.
(B). If, prior to Closing Date, the Property, or any part
thereof, is taken by eminent domain, this Agreement shall
become null and void at Buyer's option. If Buyer elects to
proceed 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 the
Seller's right, title, and interest in and to any award
made, or to be made, in the condemnation proceeding pro-rata
in relation to the Property subject to rights of any Tenant
of the Property.
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.)
17. 1031 EXCHANGE.
If Buyer is purchasing the Property as "replacement
property" to for purposes of a tax free exchange, Buyer
acknowledges that Seller has made no representations,
warranties, or agreements to Buyer or Buyer's agents that
the transaction contemplated by the Agreement will qualify
for such tax treatment, nor has there been any reliance
thereon by Buyer respecting the legal or tax implications
of the transactions contemplated hereby. Buyer further
represents that it has sought and obtained such third party
advice and counsel as it deems necessary in regards to the
tax implications of this transaction.
17. CANCELLATION
If any party elects to cancel this Contract because of any
breach by another party or because escrow fails to close by
the agreed date, 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
cancelled 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
cancelled and Buyer shall not be entitled to the return of
any monies paid to Seller prior to termination.
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 containing 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.
(B). If this escrow has not closed by the Closing Date
through no fault of Seller, Seller may, at its election,
extend the closing date or exercise any remedy available to
it by law, including terminating this Agreement.
(C). Funds to be deposited or paid by Buyer must 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:
AEI Fund Management XIX, Inc.
AEI Fund Management )0C,
Inc. Attn: Xxxxx Xxxxxxxxx
0000 Xxxxx Xxxxx Xxxxx
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
With copy to:
Xxxxxxx X. Xxxxxxxxx, Esq.
Suite 1300
Xxxxx Fargo Place
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, Xx. 00000
If to Buyer:
Xxxxx Xxxxxxx y Xxxxx
00000 Xxxxxxx Xx.
Xxx Xxxxxxx, XX 00000
With Copies to:
Xxxxxxx Xxxxxxx, Esq.
000 Xxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
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. Seller has two
(2) business days from receipt within which to accept this
offer.
This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first
written.
BUYER:
By: /s/ Xxxxx Xxxxxxx y Xxxxx
Xxxxx Xxxxxxx y Xxxxx
SELLER:
AEI Net Lease Income & Growth Fund XIX Limited Partnership
By AEI Fund Management XIX, Inc., Its Managing Member
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X Xxxxxxx, President
AEI Net Lease Income & Growth Fund XX Limited Partnership
By AEI Fund Management XX, Inc., Its Managing Member
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X Xxxxxxx, President
Exhibit A
Legal Description
Being Xxx 0, xx Xxxxx 0 xx Xxxx Xxxx X.X. 00 Addition, an
Addition to the City of Mesquite, Dallas County, Texas,
according to the Map thereof recorded in Volume 98001, Page
61, of the Map Records of Dallas County, Texas and being more
particularly described as follows:
Being a tract of land in the Xxxxxx Bethrum Survey, Abstract
No. 170 and being all of Xxx 0, Xxxxx 0, Xxxx Xxxx XX 80
Addition, an addition to the City of Mesquite, recorded in
Volume 98001, Page 61, Map Records of Dallas County, Texas
and being more particularly described as follows:
Beginning at a 1/2 inch iron rod set with a red plastic cap
stamped WAI for corner in the easterly right of way of Belt
Line Road, (100' ROW), and said iron being the southwesterly
corner of Xxx 0, Xxxxx 0 of said Belt Line US 80 Addition,
recorded in Volume 86144, Page 1792, Map Records of Dallas
County, Texas;
THENCE, departing from said Belt Line Road, along the
southerly line of said Xxx 0, Xxxxx 0, Xxxxx 00 degrees 27
minutes 35 seconds East, a distance of 200.12 feet to a 3/4
inch iron rod found for corner, said iron rod being the
southeastern corner of said Xxx 0, Xxxxx 0, and being the
southwesterly corner of Xxxxx Enterprises, L.L.C., recorded
in Volume 99202, Page 0000, Xxxx Xxxxxxx xx Xxxxxx Xxxxxx,
Xxxxx;
THENCE, along the southerly line of said Xxxxx tract, South
87 degrees 53 minutes 52 seconds East, a distance of 338.13
feet to a 1/2 inch iron rod set with a red plastic cap
stamped WAI for corner, said iron being the southwesterly
corner of said Xxxxx tract and being in the westerly line of
a tract of land to the City of Dallas, recorded in Volume
2190, Page 0000, Xxxx Xxxxxxx xx Xxxxxx Xxxxxx, Xxxxx;
THENCE, along the westerly line of said tract to the City of
Dallas, South 03 degrees 35 minutes 36 seconds West, a
distance of 301.27 feet to a 1/2 inch iron rod found for
corner, said iron rod being a separate tract of land to the
City of Dallas;
THENCE, along the northerly line of said separate tract to
the City of Dallas, North 87 degrees 53 minutes 52 seconds
West, a distance of 530.64 feet to a 1/2 inch iron rod set
with a red plastic cap stamped WAI for corner in the
easterly right of way of said Belt Line Road;
THENCE, along the easterly line of said Belt Line Road,
North 02 degrees 08 minutes 49 seconds East, a distance of
302.70 feet to the POINT OF BEGINNING;
CONTAINING within these metes and bounds is 3.699 acres or
161,110 square feet of land, more or less. Bearings cited
herein are based upon a plat of Xxx 0, Xxxxx 0, Xxxx Xxxx XX
80 Addition, an addition to the City of Mesquite, recorded in
Volume 98001, Page 61, Map Records of Dallas County, Texas.
Exhibit B
3/10/2006: Assignment of Lease executed to be effective March
10, 2006 from VR Partners I, L.P. ("Assignor") to AEI Net Lease
Income & Growth Fund XIX Limited Partnership and AEI Net Lease
Income & Growth Fund XX Limited Partnership (collectively,
"Assignee").
5/11/1998: Assignment of Lease from Greenville-TSC, Ltd., a Texas
limited partnership as Assignor of Greenway Enterprises, Inc.
("Assignor") to V.R. Partners I, L.P. ("Assignee') dated May 11,
1998.
12/1/1997: Lease Amendment No. 1 between Greenway Enterprises,
Inc or Assigns and Tractor Supply Company dated December 1, 1997
9/16/1997: Lease Agreement between Greenway Enterprises, Inc.
("Lessor") and Tractor Supply Company, a Delaware corporation
("Lessee") dated September 16, 1997.
