AGREEMENT FOR PURCHASE AND SALE
OF
PARTNERSHIP INTEREST
This Agreement for Purchase and Sale of Partnership Interest in
Murfreesboro Villas Limited Partnership (this "Agreement") is entered into as of
the date written below by and among Landau, an Arkansas corporation ("Seller")
and WNC & Associates, Inc. ("WNC"). Seller and WNC hereinafter may be
collectively referred to as the "Parties" and hereinafter may be individually
referred to as a "Party".
RECITALS
WHEREAS, Seller is the limited partner of Murfreesboro Villas Limited
Partnership, an Arkansas limited partnership. ("Murfreesboro")
WHEREAS, Murfreesboro owns a twenty-four (24) unit apartment complex in
Murfreesboro, Arkansas ("Apartment Complex").
WHEREAS, Murfreesboro was formed pursuant to a partnership agreement
("Partnership Agreement").
WHEREAS, WNC desires to purchase and Seller desires to sell all of
Seller's right, title and interest in and to Murfreesboro Villas Limited
Partnership ("Partnership Interest").
NOW THEREFORE, based on the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the Parties agree as follows:
1. Purchase and Sale of Partnership Interest. Subject to the terms and
conditions of this Agreement, WNC shall purchase from Seller and Seller shall
sell, assign, transfer and deliver to WNC, the Partnership Interest, effective
as of the close of business on April 10, 1998 (the "Closing"). At the Closing,
Seller shall deliver to WNC any and all documents reasonably requested by WNC to
evidence the transfer in ownership of the Partnership Interest and any other
documents reasonably related to the transactions contemplated by this Agreement.
2. Purchase Price. WNC shall pay $685,474 to Seller as the full
purchase price for the Partnership Interest, such payment to be made at
Closing.
3. Representations and Warranties of the Seller. As an inducement to
WNC to execute and deliver this Agreement, Landau, an Arkansas corporation makes
the following representations and warranties, the correctness of each of which
has been and will be relied upon by WNC.
3.1 Record Ownership of the Partnership Interest.
The Seller owns of record the entire Partnership Interest, free and clear of
any liens, claims, encumbrances, security interests or the like.
3.2 Seller's Power. The Seller has the full power and
authority under the Partnership Agreement to enter into this Agreement and to
carry out the transactions contemplated hereby, and all consents, approvals and
authorizations required to be obtained to enter into this Agreement and perform
the transactions contemplated by this Agreement have been obtained.
3.3 Effect of this Agreement on the Partnership Agreement and
Existing Contracts. Neither the execution nor the delivery of this Agreement by
the Seller, nor the consummation of the transactions contemplated hereby, will
violate the Partnership Agreement or, to the best knowledge of the Seller,
conflict with, violate or constitute an act of default under any agreement to
which the Seller is a party or to which any of its property (including record of
ownership of the Partnership Interest) is subject.
3.4 Litigation. There is no governmental or private
litigation, investigation or proceeding of any kind whatsoever pending or, to
the Seller's knowledge and belief, threatened with regard to the Seller's record
ownership of the Partnership Interest.
3.5 Binding Agreement. This Agreement represents a valid
and binding agreement upon the Seller, enforceable in accordance with its terms.
3.6 Reserves. Murfreesboro's reserve accounts are fully
funded.
3.7 Financial Statement. Attached hereto as Exhibit "A" and
incorporated herein by this reference is the year-to-date financial statement
and balance sheet for Murfreesboro dated as of _____________________ ("Financial
Statement"). The Financial Statement is true and correct and except as otherwise
designated there are no outstanding unpaid obligations, liens, claims or
encumbrances.
3.8 Representations and Warranties as of the Closing. The
representations and warranties contained in paragraphs 3.1 through 3.7, above,
shall continue to be true and correct through and as of the Closing.
4. Partnership Distributions and Allocations Through the Closing. Seller
shall be entitled to receive from Murfreesboro through the Closing any
distributions provided for in the Partnership Agreement, and the allocations of
profits and losses provided for in the Partnership Agreement subject to the
approval of WNC.
5. Indemnification. Each Party who breaches any representation or warranty
contained in this Agreement shall indemnify, defend and hold harmless any other
Party to this Agreement and, if appropriate, such other Party's officers,
directors and employees from and against any loss, liability, claim, damage,
settlement or expense (including reasonable attorneys' fees and costs) arising
from or related to such breach. In order to be indemnified, defended and held
harmless, the party to be indemnified (the "Indemnitee") shall give written
notice to the party to provide such indemnification (the "Indemnitor")
describing the action for which indemnification is sought. The Indemnitor shall
have the right to assume the defense of such action, at its sole expense, with
counsel reasonably acceptable to the Indemnitee.
6. Miscellaneous.
6.1 Performance of Necessary Acts. Each Party to this Agreement shall
perform any further acts and execute and deliver any documents that reasonably
may be necessary to carry out the purposes of this Agreement.
6.2 Entire Agreement. This Agreement is intended by the Parties hereto as a
final expression of their agreement and understanding with respect to the
subject matter hereof and as a complete and exclusive statement of the terms
thereof and supersedes any and all prior and contemporary agreements and
understandings.
6.3 Modification. This Agreement may not be modified or amended except by a
writing signed by the Parties hereto.
6.4 Waiver. The failure of any Party to this Agreement at any time to
require performance by any other Party of any provision of this Agreement shall
in no way affect the first Party's rights thereafter to enforce the same, nor
shall the waiver by any Party of any breach of any provision hereof be held to
be a waiver of any succeeding breach of any provision or a waiver of the
provision itself.
6.5 Severability. If any one or more provisions of this Agreement is
determined to be illegal or unenforceable, all other provisions of this
Agreement nevertheless shall be effective.
6.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
6.7 Headings. The headings of the several paragraphs of this Agreement are
included only for convenience of reference and are not intended to govern,
construe or modify any provision of this Agreement.
6.8 Applicable Law. This Agreement shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of California.
6.9 Applicable Forum; Dispute Resolution. Any litigation arising from or
relating to the subject matter hereof shall be brought only in the Superior
Court of the State of California for the County of Orange or the District Court
of the United States for the Central District of California, as the case may be,
and the Parties hereto express their consent to the jurisdiction of such courts
for the purpose of any such litigation.
6.10 Attorneys' Fees. In the event of any litigation or other proceeding
between the Parties to this Agreement to enforce any provision or right
hereunder, the nonprevailing party to such proceeding shall pay to the
prevailing party therein all costs and expenses, including, but not limited to,
reasonable attorneys' fees and costs.
6.11 Notices. All written notices, demands and requests of any kind which
either Party may be required or may desire to serve upon the other Party in
connection with this Agreement may be delivered by personal service or by mail.
Any such notice or demand delivered by mail shall be deposited in the United
States mail with postage prepaid, registered or certified, and addressed to the
Party to be served as follows:
If to Seller, to: Landau, an Arkansas corporation
000 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
If to WNC, to: Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
6.12 Successors. This Agreement shall be binding on and inure to the
benefit of the respective successors, assigns and personal representatives of
the Parties.
6.13 Entire Agreement. This instrument contains the entire agreement of the
Parties relating to the rights granted and obligations assumed in this
Agreement. Any oral representations or modifications concerning this Agreement
shall be of no force or effect unless contained in a subsequent written
modification signed by the Party to be charged.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
April 10, 1998.
SELLER
Landau, an Arkansas corporation
By: __________________________
Xxxxx X. Xxxxxx,
It's Authorized Agent
WNC & ASSOCIATES, INC.
By: __________________________
Xxxxx X. Xxxxxx,
Senior Vice President
EXHIBIT "A"
FINANCIAL STATEMENT
AND
BALANCE SHEET
