EXHIBIT 99
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of this_____ day of January, 2005, by
and between XXXXX - City Center West A, LLC, a Nevada limited liability company,
NNN City Center West A1, LLC, a Nevada limited liability company, NNN City
Center West A3, LLC, a Nevada limited liability company NNN City Center West A4,
LLC, a Nevada limited liability company (collectively, "Seller"), and United
Insurance Company of America or its assigns ("Buyer"), with reference to the
following facts:
A. Seller owns certain real property located in Las Vegas, Nevada and
more specifically described in Exhibit A attached hereto (the
"Land"), commonly known as City Center West A and such other assets,
as the same are herein described.
B. Seller desires to sell to Buyer and Buyer desires to purchase from
Seller the Land and the associated assets.
NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties hereto do hereby agree as follows:
1. Purchase and Sale.
1.1. The purchase and sale includes, and at Close of Escrow
(hereinafter defined) Seller shall sell, assign, grant and
transfer to Buyer, Seller's entire right and interest in and
to all of the following (hereinafter sometimes collectively,
the "Property"):
1.1.1. The Land, together with all structures, buildings,
improvements, machinery, fixtures, and equipment affixed or
attached to the Land and all easements and rights appurtenant
to the Land (all of the foregoing being collectively referred
to herein as the "Real Property");
1.1.2. All leases (the "Leases"), including associated amendments,
with all persons ("Tenants") leasing the Real Property or any
part thereof or hereafter entered into in accordance with the
terms hereof prior to Close of Escrow, together with all
security deposits, other deposits held in connection with the
Leases, Lease guarantees and other similar credit
enhancements
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providing additional security for such Leases (attached
hereto as Exhibit 1.1.2 is a current "Rent Roll" for the
Property);
1.1.3. All tangible and intangible personal property owned by Seller
located on or used in connection with the Real Property,
including, specifically, without limitation, equipment,
furniture, tools and supplies, and all related intangibles
including Seller's interest, if any, in the name "City Center
West A" (the "Personal Property");
1.1.4. All service contracts (that Buyer elects to assume),
agreements (that Buyer elects to assume), warranties and
guaranties relating to the operation of the Property (the
"Contracts"); and
1.1.5. To the extent transferable, all building permits,
certificates of occupancy and other certificates, permits,
licenses and approvals relating to the Property (the
"Permits").
2. Purchase Price.
The total Purchase Price of the Property shall be Twenty Seven Million Six
Hundred Ten Thousand Dollars ($27,610,000) ("Purchase Price") payable as
follows:
2.1. Deposit/Further Payments/Down Payment.
2.1.1. Concurrent with Opening of Escrow (as hereinafter defined),
Buyer shall deposit into Escrow the amount of One Hundred
Thousand ($100,000) (the "Initial Deposit"), in the form of a
wire transfer payable to Ticor Title Insurance Company, 000
X. Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000,
Attn: Xxx Childress ["Escrow Holder"). Escrow Holder shall
place the Deposit into an interest bearing money market
account at a bank or other financial institution reasonably
satisfactory to Buyer, and interest thereon shall be credited
to Buyer's account.
2.1.2. Upon the expiration of the Inspection Period (hereafter
defined) Buyer shall deposit into Escrow the amount of One
Hundred Thousand ($100,000) (the "Additional Deposit"). The
Initial Deposit and the Additional Deposit shall collectively
be referred to herein as the "Deposit".
2.1.3. On or before Close of Escrow, Buyer shall deposit into Escrow
the balance of the Purchase Price less the outstanding
principal balance as of the Close of Escrow of that certain
loan (the
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"Loan") made by The Manufacturer's Life Insurance Company
(U.S.A.) (the "Lender") to Seller, by wire transfer payable
to Escrow Holder. Buyer shall be required to pay all loan
assumption fees charged by the Lender (including, if
applicable, any fees of Lender's counsel). The unpaid
principal balance of the Loan as of December 31, 2004 was
$12,484,175.66; the interest is payable on the unpaid
principal balance at the rate of 6.5% per annum; and the fee
for assuming the Loan is one percent (1%) of the outstanding
principal balance paid by Buyer. Buyer shall submit a formal
loan application for assumption of the Loan within thirty
(30) days after Opening of Escrow and must secure Lender's
approval for the assumption within sixty (60) calendar days
("Loan Assumption Period") following the Opening of Escrow.
Buyer shall have the right to terminate this Agreement prior
to the expiration of the Loan Assumption Period if any aspect
of the loan documents or proposed loan assumption are
unacceptable to Buyer. Buyer shall pursue the loan assumption
with the Lender diligently and in good faith. It shall be a
condition precedent to both parties' obligations to close
that the Lender shall approve the Buyer's assumption of the
Loan and the release of Seller and current Loan guarantors
from liability under the Loan. If Buyer so requests, the Loan
Assumption Period shall be extended by thirty (30) days.
2.1.4. All reserves and escrows held by Lender as of the Close of
Escrow shall be credited to Seller at the Close of Escrow.
3. Title to Property.
3.1. Title Insurance.
Escrow Holder will obtain and deliver to Buyer an ALTA extended
coverage policy of title insurance from Ticor Title Insurance
Company with their standard provisions and exclusions, but with
extended coverage over all general exceptions (the "Title Policy")
in the amount of the Purchase Price. The Title Policy shall insure
that Buyer owns good and marketable fee simple title to the Real
Property subject only to the Permitted Exceptions (defined in
Section 3.2 below).
3.2. Procedure for Approval of Title.
During the Inspection Period (hereafter defined) Buyer shall review
the Title Documents (hereinafter defined) and the Survey
(hereinafter defined). If the Title Documents or Survey reflect or
disclose any
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defect, exception or other matter affecting the Property ("Title
Defects") that is unacceptable to Buyer, then at least ten (10)
business days prior to the expiration of the Inspection Period,
Buyer shall provide Seller with written notice of Buyer's
objections. Seller may, at its sole option, elect to cure or remove
the objections made by Buyer. Should Seller elect to attempt to cure
or remove the objections, it shall be a condition precedent to
Buyer's obligation to acquire the Property that Seller cures or
removes such title objections prior to the Close of Escrow. Unless
Seller provides written notice to Buyer at least five (5) business
days before the expiration of the Inspection Period that Seller
intends to cure or remove Buyer's title objections, Seller shall be
deemed to have elected not to cure or remove Buyer's title
objections, and Buyer shall be entitled, as Buyer's sole and
exclusive remedies, either to (i) terminate this Agreement and
obtain a refund of the Deposit by providing written notice of
termination to Seller before the end of the Inspection Period and
returning the Due Diligence Items (hereinafter defined) or (ii)
waive the objections and close this transaction as otherwise
contemplated herein. If Buyer shall fail to terminate this Agreement
during the Inspection Period, all matters shown on the Survey or
described in the Title Report, except for monetary liens for
indebtedness of the Seller and any matters the Seller has agreed to
cure or remove in writing, shall be deemed "Permitted Exceptions."
4. Due Diligence Items.
4.1. Seller shall deliver to Buyer each of the following within
seven days of the Opening of Escrow (collectively, the "Due
Diligence Items"):
4.1.1. The existing survey of the Property, if any. In addition,
Seller shall deliver a current ALTA survey of the Property
certified in favor of Buyer (the "Survey") within twenty (20)
says after the Opening of Escrow;
4.1.2. A current preliminary title report or title commitment (the
"Title Report") for the issuance of the Title Policy to Buyer
from the Escrow Holder, together with good and legible copies
of all documents constituting exceptions to the title as
reflected in the Title Report (collectively referred to
hereinafter as the "Title Documents");
4.1.3. A list of all contracts, including but not limited to service
contracts, warranties, management, maintenance, leasing,
commission and other agreements affecting the Property, if
any,
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together with copies of the same shall be available for
inspection at the Real Property. Seller agrees not to enter
into any additional contracts or agreements prior to closing
which cannot be canceled upon thirty (30) days written
notice without cost, penalty, or obligation unless such
contracts or other agreements are approved in writing by
Buyer, which approval shall not be unreasonably withheld or
delayed;
4.1.4. All site plans, leasing plans, as built plans, drawings,
environmental, mechanical, electrical, structural, soils and
similar reports and/or audits and plans and specifications
relative to the Property in the possession of Seller, if
any, shall be made available for inspection at the Real
Property;
4.1.5. True and correct copies of the real estate and personal
property tax statements covering the Property or any part
thereof for each of the two (2) years prior to the current
year and, if available, for the current year;
4.1.6. A schedule of all current or pending litigation with respect
to the Property or any part, thereof, if any;
4.1.7. Operating statements for the most recent two calendar years
shall be available for inspection at the Real Property;
4.1.8. The tenant files (including but not limited to all Leases
and amendments thereto), books and records relating to the
ownership and operation of the Property shall be available
for inspection by Buyer during ordinary business hours at
the Real Property;
4.1.9. An inventory of all personal property located on the
Property, used in the maintenance of the Property or stored
for future use at the Property and an inventory of all
furniture and appliances used in the units, if any; and
4.1.10. All documents evidencing the Loan.
4.2. Estoppel Certificates.
As a condition precedent to Buyer's obligation to acquire the
Property, Seller shall obtain and deliver to Buyer estoppel
certificates from tenants who are leasing at least 90% of the total
rentable square footage at the Real Property, in accordance with
their respective Leases, dated no earlier than thirty (30) days
prior to the Closing, and
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in form and substance reasonably acceptable to Buyer. Buyer may
elect to accept estoppel certificates from less than the aforesaid
percentage of the tenants in satisfaction of this condition
precedent, in Buyer's sole and absolute discretion. Estoppel
certificates from all of the required tenants shall be deemed to
satisfy this condition precedent unless they disclose material
adverse matters. Buyer shall notify Seller no later than three (3)
business days after receipt of a copy of each executed estoppel
certificate of its approval or disapproval of the estoppel
certificate and the basis of such disapproval, if disapproved. If
Buyer disapproves of an estoppel certificate because of a material,
adverse matter disclosed therein, and Seller is unable to obtain a
reasonably acceptable estoppel certificate prior to the Close of
Escrow, so that the aforesaid minimum percentage of estoppel
certificates is not obtained, then at Buyer's election, this
Agreement shall terminate, Buyer shall be entitled to a refund of
the Deposit, and neither party shall have any further obligation to
the other except Buyer's indemnification obligations under Paragraph
5. At Closing, provided that Buyer has not terminated this Agreement
as allowed herein, Seller shall deliver to Buyer an Estoppel
Certificate executed by Seller for each tenant from whom an approved
tenant estoppel certificate has not been obtained, in the same form
as solicited from the tenant.
5. Inspections.
Buyer, at its sole expense, shall have the right to conduct feasibility,
environmental, engineering and physical studies or other tests (the
"Inspections") of the Property at any time during the Inspection Period
(hereinafter defined). Buyer, and its duly authorized agents or
representatives, shall be permitted to enter upon the Property at all
reasonable times during the Inspection Period in order to conduct
engineering studies, environmental examinations, soil tests and any other
Inspections and/or tests that Buyer may deem necessary or advisable. Buyer
must arrange all Inspections of the Property with Seller at least two (2)
business days in advance of any Inspections. In the event that the review
and/or Inspections conducted pursuant to this paragraph or any information
obtained by Buyer concerning the Property or Buyer's intended us thereof,
shows any fact, matter or condition to exist with respect to the Property
or Buyer's intended use thereof that is unacceptable to Buyer, in Buyer's
sole subjective discretion, then Buyer shall be entitled, as its sole and
exclusive remedy, to (1) terminate this Agreement and obtain a refund of
the Deposit, or (2) waive the objection, and close the transaction as
otherwise contemplated herein. Buyer agrees to promptly discharge any
liens that may be imposed against the Property as a result of the
Inspections and to defend, indemnify and hold Seller harmless from all,
claims, suits, losses, costs,
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expenses (including without limitation court costs and attorneys' fees),
liabilities, judgments and damages incurred by Seller as a result of any
Inspections.
5.1. Approval.
5.1.1. Buyer shall have forty-five (45) days after the Opening of
Escrow ("Inspection Period") to approve or disapprove the
Inspections and other information obtained by Buyer
concerning the Property and Buyer's intended use thereof. If
Buyer shall fail to notify Seller and Escrow Holder of its
disapproval in writing within the Inspection Period, the
condition of the Property shall be deemed approved. If Buyer
shall disapprove the Inspections or other information
obtained by Buyer concerning the Property and Buyer's
intended use thereof within the Inspection Period, this
Agreement and the Escrow shall thereupon be terminated, the
Deposit shall be refunded to Buyer, Buyer shall not be
entitled to purchase the Property, Seller shall not be
obligated to sell the Property to Buyer and the parties shall
be relieved of any further obligation to each other with
respect to the Property, except as provided in Paragraph 5.
5.1.2. Notwithstanding anything to the contrary contained herein,
Buyer hereby agrees that, in the event this Agreement is
terminated for any reason, then Buyer shall promptly and at
its sole expense return to Seller all Due Diligence Items
which have been delivered by Seller to Buyer in connection
with the Inspections, along with copies of all reports,
drawings, plans, studies, summaries, surveys, maps and other
data prepared by third parties relating to the Property,
subject to restrictions on Buyer's ability to make any such
materials available to Seller that are imposed in any
agreement with a third party preparing any such reports or
materials ("Buyer's Reports"). Buyer shall cooperate with
Seller at no expense to Buyer in order to obtain a waiver of
any such limitations.
5.1.3. Notwithstanding any contrary provision of this Agreement,
Buyer acknowledges that Seller is not representing or
warranting that any of the Due Diligence Items prepared by
third parties are accurate or complete, such as the Survey,
engineering reports and the like. Seller advises Buyer to
independently verify the facts and conclusions set forth
therein, provided however, Seller warrants that it has no
knowledge of
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any material errors or misstatements in such information
regarding the Property.
6. Escrow.
6.1. Opening.
Purchase and sale of the Property shall be consummated through an
escrow ("Escrow") to be opened with Escrow Holder within two (2)
business days after the execution of this Agreement by Seller and
Buyer. Escrow shall be deemed to be opened as of the date fully
executed copies (or counterparts) of this Agreement are delivered to
Escrow Holder by Buyer and Seller ("Opening of Escrow"). This
Agreement shall be considered as the Escrow instructions between the
parties, with such further instructions, as Escrow Holder shall
require in order clarify its duties and responsibilities. If
Escrow Holder shall require further Escrow instructions, Escrow
Holder may prepare such instructions on its usual form. Such further
instructions shall be promptly signed by Buyer and Seller and
returned to Escrow Holder within three (3) business days of receipt
thereof. In the event of any conflict between the terms and
conditions of this Agreement and such further instructions, the
terms and conditions of this Agreement shall control.
6.2. Close of Escrow.
6.2.1. Escrow shall close ("Close of Escrow") on or before
forty-five (45) days after the expiration of the Inspection
Period.
6.3. Buyer Required to Deliver.
Buyer shall deliver to Escrow the following:
6.3.1. The Deposit as provided in Paragraph 2 above;
6.3.2. On or before Close of Escrow, the payment required by
Paragraph 2.1.3; provided, however that Buyer shall not be
required to deposit the amount specified in Paragraph 2.1.3
until Buyer has been notified by Escrow Holder that (i)
Seller has delivered to Escrow each of the documents and
instruments to be delivered by Seller in connection with
Buyer's purchase of the Property, (ii) Title Company has
committed to issue and deliver the Title Policy to Buyer and
Seller and (iii) the only impediment to Close of Escrow is
delivery of such amount by or on behalf of Buyer;
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6.3.3. On or before Close of Escrow, such other documents as Title
Company may reasonably require from Buyer in order to issue
the Title Policy;
6.3.4. An original assignment and assumption agreement (the
"Assignment and Assumption Agreement") duly executed by
Seller assigning and conveying to Buyer all of Seller's
right, title and interest in and to the Leases and the
Contracts; and
6.3.5. Documents necessary for the Buyer's Assumption of the Loan.
6.4. Seller Required to Deliver.
On or before Close of Escrow, Seller shall deliver to Escrow the
following:
6.4.1. A duly executed and acknowledged Special Warranty Deed,
conveying fee title to the Property in favor of Buyer (the
"Deed");
6.4.2. An executed Certificate of Non-Foreign Status;
6.4.3. A xxxx of sale of the Personal Property, if any, without
warranty, in favor of Buyer and duly executed by Seller;
6.4.4. Such other documents as Title Company may reasonably require
from Seller in order to issue the Title Policy;
6.4.5. Seller shall deliver to Buyer all keys to all buildings and
other improvements located on the Property, combinations to
any safes thereon, and security devices therein in Seller's
possession;
6.4.6. Seller shall deliver all records and files relating to the
management or operation of the Property, including, without
limitation, all insurance policies, all security contracts,
all tenant files (including correspondence), property tax
bills, and all calculations used to prepare statements of
rental increases under the Leases and statements of common
area charges, insurance, property taxes and other charges
which are paid by tenants of the Project;
6.4.7. A counterpart original of the Assignment and Assumption
Agreement; and
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6.4.8. Documents necessary for the Buyer's assumption of the Loan.
6.5. Buyer's Costs.
Buyer shall pay the following:
6.5.1. One-half (1/2) of Escrow Holder's fees, costs and expenses.
6.5.2. One-half of all state and local transfer taxes;
6.5.3. All other costs customarily borne by purchasers of real
property in Las Vegas, Nevada;
6.5.4. The premium for the "extended coverage" aspect of the Title
Policy and any additional endorsements which Buyer may elect
to obtain;
6.5.5. All costs charged by the Lender and the title company in
connection with Buyer's assumption of the Loan;
6.5.6. All other costs customarily borne by purchasers of real
property in Las Vegas, Nevada
6.6. Seller's Costs.
Seller shall pay the following:
6.6.1. One-half (1/2) of Escrow Holder's fees, costs and expenses;
6.6.2. Title Company's premium for the standard coverage aspect of
the Title Policy;
6.6.3. One-half of all state and local transfer taxes;
6.6.4. All other costs customarily borne by sellers of real property
in Las Vegas, Nevada.
6.7. Prorations.
6.7.1. Real property taxes, assessments, rents, security deposits
expenses and other prorateable items shall be prorated
through Escrow between Buyer and Seller as of Close of
Escrow. Rents, security deposits and expenses shall be
approved by Buyer prior to Close of Escrow. Any delinquent
rents collected by Buyer
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shall be paid to Seller. Seller shall have the right to
pursue any Tenant for delinquent rent, but shall not cause a
Tenant to be delinquent for their current rent or become
financially unstable. Tax and assessment prorations shall be
based on the latest available tax xxxx. If, after Close of
Escrow, Buyer receives any further or supplemental tax xxxx
relating to any period prior to Close of Escrow, or Seller
receives any further or supplemental tax xxxx relating to any
period after Close of Escrow, the recipient shall promptly
deliver a copy of such tax xxxx to the other party, and not
later than ten (10) days prior to the delinquency date shown
on such tax xxxx Buyer and Seller shall deliver to the taxing
authority their respective shares of such tax xxxx, prorated
as of Close of Escrow. Any reserves maintained by Seller with
the Lender in connection with the Loan that have not been and
are not subject to being called upon by the Lender either
shall be refunded to the Seller by the Lender or credited to
the Seller at the Closing.
6.7.2. All leasing commissions owing and tenant improvements to be
made with respect to the Property in connection with
transactions entered into prior to execution of this
Agreement shall be paid by Seller, and Seller shall
indemnify, defend and hold Buyer harmless from and against
all leasing commission claims brought against Buyer or the
Property arising therefrom. If any of such tenant
improvements have not been completed prior to close of
Escrow, Seller shall credit Buyer at the Closing with the
reasonable estimated cost of completing such tenant
improvements. All leasing commissions for new Leases and for
Lease renewals and expansion options executed after the date
of this Agreement shall be prorated between Buyer and Seller
as their respective periods of ownership bear to the primary
term of the new Lease, renewal or expansion.
6.7.3. Seller agrees to indemnify, defend and hold Buyer harmless
from and against any and all liabilities, damages, losses
claims, demands, suits, and judgments, of any kind or nature,
including court costs and reasonable attorneys' fees (except
those items which under the terms of this Agreement
specifically become the obligation of Buyer), brought by
third parties and based on events occurring on or before the
date of Closing and which are in any way related to the
Property, and all expenses related thereto, including but not
limited to court costs and attorneys' fees.
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6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless
from and against any and all liabilities, damages, losses,
claims, demands, suits and judgments, of any kind or nature,
including court costs and reasonable attorneys' fees, brought
by third parties and based on events occurring subsequent to
the date of Closing and which are in any way related to the
Property, and all expenses related thereto, including, but
not limited to, court costs and attorneys' fees.
6.8. Determination of Dates of Performance.
Promptly after delivery to Buyer of the Title Report, Escrow Holder
shall prepare and deliver to Buyer and Seller a schedule which shall
state each of the following dates:
6.8.1. The date of Opening of Escrow pursuant to Paragraph 6.1;
6.8.2. The date of receipt of the Title Report by Buyer;
6.8.3. The date by which title must be approved by Buyer pursuant to
Paragraph 3.2;
6.8.4. The date by which the Inspections and other information must
be approved by Buyer pursuant to Paragraph 5.1.1;
6.8.5. The date by which the amounts described in Paragraph 2 must
be deposited by Buyer, for which determination Escrow Holder
shall assume satisfaction of the condition expressed in
Paragraph 2 on the last date stated for its satisfaction; and
6.8.6. The date of Close of Escrow pursuant to Paragraph 6.2.
If any events which determine any of the aforesaid dates occur on a
date other than the date specified or assumed for its occurrence in
this Agreement, Escrow Holder shall promptly redetermine as
appropriate each of the dates of performance in the aforesaid
schedule and notify Buyer and Seller of the dates of performance, as
redetermined.
7. Representations, Warranties, and Covenants.
Seller hereby represents and warrants as of the date hereof to Buyer as
follows:
7.1. Seller is comprised of multiple limited liability companies,
each of which is duly formed and validly existing under the
laws of the
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state of its organization. Seller has full power and authority
to perform this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance
of this Agreement and all documents contemplated hereby by
Seller have been duly and validly authorized by all necessary
action on the part of Seller and all required consents and
approvals have been duly obtained and will not result in a
breach of any of the terms or provisions of, or constitute a
default under any indenture, agreement or instrument to which
Seller is a party.
7.2. There are no outstanding rights of first refusal, rights of
reverter or options relating to the Property or any interest
therein. To Seller's knowledge, there are no unrecorded or
undisclosed documents or other matters, which affect title to
the Property. Subject to the Leases, Seller has enjoyed the
continuous and uninterrupted quiet possession, use and
operation of the Property, without material complaint or
objection by any person. As of the date hereof, all of the
Leases are valid and in full force and effect and, to the best
of Seller's knowledge, there exists no material uncured
default under any of the Leases, except that Early Savage is
approximately $3,000.00 in arrears in paying its "CAM"
charges.
7.3. Seller is not a "foreign person" within the meaning of Section
1445(f) of the Internal Revenue Code of 1986, as amended (the
"Code").
7.4. There are no contracts, agreements, arrangements or
contractual obligations of any kind, including but not limited
to service, maintenance, operating, management or employment
contracts that may affect the Buyer, or the Property
subsequent to the Closing of Escrow, except those listed in
Exhibit 7.4 attached hereto.
7.5. There are no written or oral leases with respect to any
portion of the Property, nor are there otherwise any tenants
of or parties in possession or with any rights of possession,
including licenses, in respect to any of the Property, except
those listed on Exhibit 1.1.2 attached hereto.
7.6. All service, maintenance, operating, management, and
employment agreements (that Buyer elects to assume) and all
leases and licenses are, and will be at Close of Escrow, in
full force and effect and free of defaults.
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7.7. No notices have been received by Seller from any governmental
authority of any zoning, building, environmental protection,
clean air, pollution, fire or health code violations in
respect to the Property, or any violations pertaining to the
use or occupancy of the Property, that have not been corrected
at Seller's expense.
7.8. To the best of Seller's knowledge, no portion of the Real
Property has been used for dumping hazardous waste. To the
best of Seller's knowledge, there are no underground storage
tanks located on or under the Land. To the best of Seller's
knowledge, there are no hazardous materials or substances
under, in or on the Real Property; and there is no asbestos or
asbestos-like material on the Real Property. As used herein,
"hazardous waste, materials or substances" means and includes
all materials and substances, whether solid, liquid or gas,
which are categorized as hazardous or dangerous under the
Comprehensive Environmental Response Compensation and
Liability Act of 1980, the Hazardous Material Transportation
Act, the Toxic Substances Control Act, the Safe Drinking Water
Act, or any other federal, state or local environmental,
pollution, clean air, clean water, health or similar act,
statute, law, ordinance, rule or regulation, as amended from
time to time.
As used herein, "the best of Seller's knowledge" shall mean the actual
knowledge of Xxxxxxx Xxxxxxx, Asset Manager, without investigation. The
representations and warranties of Seller herein contained shall survive
the Close of Escrow.
7.9. Covenants of Seller. Seller hereby covenants as follows:
7.9.1. At all times from the date hereof through the date of
Closing, Seller shall cause to be in force fire and extended
coverage insurance upon the Property, and public liability
insurance with respect to damage or injury to persons or
property occurring on the Property in at least such amounts
as are maintained by Seller on the date hereof;
7.9.2. From the date of execution of this Agreement through the date
of Closing, Seller will not enter into any new lease or renew
any existing Lease (other than pursuant to a tenant's renewal
option) with respect to the Property, without Buyer's prior
written consent, which shall not be unreasonably withheld.
Exercise of a renewal option shall not be considered a new
lease. Any brokerage commission payable with respect to a new
lease shall be prorated between Buyer and Seller in
accordance with
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their respective periods of ownership as it bears to the
primary term of the new lease. Further, Seller will not
modify any existing Lease covering space in the Property
without first obtaining the written consent of Buyer which
shall not be unreasonably withheld. Buyer shall have five (5)
business days in which to approve or disapprove of any new
lease or lease modification for which it has a right to
consent. Failure to respond in writing within said time
period shall be deemed to be consent;
7.9.3. From the date of execution of this Agreement through the date
of Closing, Seller shall not sell, assign, or convey any
right, title or interest whatsoever in or to the Property, or
create or permit to attach any lien, security interest,
easement, encumbrance, charge, or condition affecting the
Property (other than the Permitted Exceptions) without
promptly discharging the same prior to Closing;
7.9.4. Seller shall not, without Buyer's written approval, (a) amend
or waive any right under any Service Contract, or (b) enter
into any agreement of any type affecting the Property that
would survive the Closing Date;
7.9.5. Seller shall fully and timely comply with all obligations to
be performed by it under the Leases, the Contracts, and all
permits, licenses, approvals and laws, regulations and orders
applicable to the Property.
7.5 Approval of Property. The consummation of the purchase and sale of
the Property pursuant to this Agreement shall be deemed Buyers
acknowledgement that it has had an adequate opportunity to make such
legal, factual and other inspections, inquiries and investigations
as it deems necessary, desirable or appropriate with respect to the
Property. Such inspections, inquiries and investigations of Buyer
shall be deemed to include, but shall not be limited to, any leases
and contracts pertaining to the Property, the physical components of
all portions of the Property, the physical condition of the
Property, such state of facts as an accurate survey, environmental
report and inspection would show, the present and future zoning
ordinance, ordinances, resolutions. Buyer shall not be entitled to
and shall not rely upon, Seller or Seller's agents with regard to,
and Seller will not make any representation or warranty with respect
to: (i) the quality, nature, adequacy or physical condition of the
Property including, but not limited to, the structural elements,
foundation, roof, appurtenances, access, landscaping, parking
facilities, or the electrical,
15
mechanical, HVAC, plumbing, sewage or utility systems, facilities,
or appliances at the Property, if any; (ii) the quality, nature,
adequacy or physical condition of soils or the existence of ground
water at the Property; (iii) the existence, quality, nature,
adequacy or physical condition of any utilities serving the
Property; (iv) the development potential of the Property, its
habitability, merchantability, or the fitness, suitability, or
adequacy of the Property for any particular purpose; (v) the zoning
or other legal status of the Property; (vi) the Property or its
operations' compliance with any applicable codes, laws, regulations,
statutes, ordinances, covenants, conditions or restrictions of any
governmental or quasi-governmental entity or of any other person or
entity; (vii) the quality of any labor or materials relating in any
way to the Property; or (viii) the condition of title to the
Property or the nature, status and extent of any right-of-way,
lease, right of redemption, possession, lien, encumbrance, license,
reservation, covenant, condition, restriction, or any other matter
affecting the Property except as expressly set forth in this
Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE
DEED, SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY
DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR WARRANTIES ARISING BY
OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY
OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OR USE. FURTHERMORE, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY
REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO,
THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR
DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT
LIMITATION, ASBESTOS, PCB AND RADON. BUYER ACKNOWLEDGES THAT BUYER
IS A SOPHISTICATED BUYER FAMILIAR WITH THIS TYPE OF PROPERTY AND
THAT, SUBJECT ONLY TO THE EXPRESS REPRESENTATIONS, WARRANTIES AND
AGREEMENTS SET FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, BUYER
WILL BE ACQUIRING THE PROPERTY "AS IS AND WHERE IS, WITH ALL
FAULTS," IN ITS PRESENT STATE AND CONDITION, SUBJECT ONLY TO NORMAL
WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS
AND CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
16
INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO
OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY
THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL
SURVIVE THE CLOSING, AND NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER
BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE
SPECIFICALLY SET FORTH OR REFERRED TO IN THIS AGREEMENT.
8. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller as follows:
8.1. Buyer is a corporation duly organized and validly existing
under the laws of the State of Illinois. Buyer has full power
and authority to enter into this Agreement, to perform this
Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this
Agreement and all documents contemplated hereby by Buyer have
been duly and validly authorized by all necessary action on
the part of Buyer and all required consents and approvals have
been duly obtained and will not result in a breach of any of
the terms or provisions of, or constitute a default under any
indenture, agreement or instrument to which Buyer is a party.
This Agreement is a legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms,
subject to the effect of applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws
affecting the rights of creditors generally.
9. Conditions Precedent to Closing.
The obligations of Buyer pursuant to this Agreement shall, at the option
of Buyer, be subject to the following conditions precedent:
9.1. All of the representations, warranties and agreements of
Seller set forth in this Agreement shall be true and correct
in all material respects as of the date hereof, and Seller
shall not have on or prior to Closing, failed to meet, comply
with or perform in any material respect any conditions or
agreements on Seller's part as required by the terms of this
Agreement.
17
9.2. There shall be no change in the matters reflected in the Title
Report, and there shall not exist any encumbrance or title
defect affecting the Property not described in the Title
Report except for the Permitted Exceptions or matters to be
satisfied at Closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30)
days prior to Closing, effective as of Closing, the management
agreement affecting the Property shall be terminated by Seller
and any and all termination fees incurred as a result thereof
shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the
date hereof in substantially the same manner as prior thereto.
9.5. If any of the conditions set forth in this Section 9 is not
fully satisfied by Closing, Buyer shall so notify Seller and
may terminate this Agreement by written notice to Seller
whereupon this Agreement will be canceled, and upon return of
the Due Diligence Items, the Deposit shall be paid to Buyer
and, thereafter, neither Seller nor Buyer shall have any
continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy any of the
conditions precedent set forth in this Section 9, Seller may,
within five (5) days of receipt of Buyer's notice agree to
satisfy the condition by written notice to Buyer, and Buyer
shall thereupon be obligated to close the transaction provided
Seller so satisfies such condition. If Seller fails to agree
to cure or fails to cure such condition by the Closing Date,
this Agreement shall be canceled and the Deposit shall be
returned to Buyer and neither party shall have any further
liability hereunder.
9.7. If Buyer's acquisition of the Property is part of a
tax-deferred exchange pursuant to Section 1031 of the Code, it
is a condition precedent to the closing of this Escrow that
Buyer is able to complete an exchange for all or a portion of
its relinquished property pursuant to an Exchange Agreement
between Buyer and Chicago Deferred Exchange Corporation
(Accommodator). Seller agrees to execute such documents or
instruments as may be necessary or appropriate to evidence
such exchange, provided that Seller's cooperation in such
regard shall be at no additional cost, expense, or liability
whatsoever to Seller, and that no additional delays in the
scheduled Close of Escrow are incurred unless mutually agreed
upon by all parties to this Agreement.
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10. Damage or Destruction Prior to Close of Escrow.
In the event that the Property should be damaged by any casualty prior to
the Close of Escrow, then if the cost of repairing such damage, as
estimated by an architect or contractor retained pursuant to the mutual
agreement of the parties, is:
10.1. Less than Two Hundred Fifty Thousand Dollars ($250,000), the
Close of Escrow shall proceed as scheduled, but all insurance
proceeds payable on account of the damage shall be assigned to
Buyer at the Closing and Buyer shall receive a credit at the
Closing equal to any deductible amount and the cost to repair
any uninsured damage.
or if said cost is:
10.2. Equal to or greater than Two Hundred Fifty Thousand Dollars
($250,000), Buyer may elect: (a) to terminate this Agreement,
in which case upon return of the Due Diligence Items, the
Deposit shall be returned to Buyer and neither party shall
have any further obligation to the other hereunder except for
Buyer's indemnification obligations under Paragraph 5; or (b)
to accept the Property in its damaged condition, close the
transactions contemplated hereby, and receive an assignment of
all insurance proceeds payable on account of the casualty.
11. Eminent Domain.
11.1. If, before the Close of Escrow, proceedings are commenced for
the taking by exercise of the power of eminent domain of all
or a material part of the Property which, as reasonably
determined by Buyer, would render the Property unacceptable to
Buyer or unsuitable for Buyer's intended use, Buyer shall have
the right, by giving notice to Seller within thirty (30) days
after Seller gives notice of the commencement of such
proceedings to Buyer, to terminate this Agreement, in which
event this Agreement shall terminate, the Deposit shall be
returned to Buyer and neither party shall have any further
obligation to the other except for Buyer's indemnification
under Paragraph 5. If, before the Close of Escrow, proceedings
are commenced for the taking by exercise of the power of
eminent domain of less than such a material part of the
Property, or if Buyer has the right to terminate this
Agreement pursuant to the preceding sentence but Buyer does
not exercise such right, then this Agreement shall remain in
full force and
19
effect and, at the Close of Escrow, the condemnation award
(or, if not therefore received, the right to receive such
portion of the award) payable on account of the taking shall
be transferred in the same manner as title to the Property is
conveyed. Seller shall give notice to Buyer within three (3)
business days after Seller's receiving notice of the
commencement of any proceedings for the taking by exercise of
the power of eminent domain of all or any part of the
Property.
12. Notices.
12.1. All notices, demands, or other communications of any type given by any
party hereunder, whether required by this Agreement or in any way related
to the transaction contracted for herein, shall be void and of no effect
unless given in accordance with the provisions of this Paragraph. All
notices shall be in writing and delivered to the person to whom the notice
is directed, either in person, by United States Mail, as a registered or
certified item, return receipt requested or by telecopy or by Federal
Express. Notices delivered by mail shall be deemed given when received.
Notices by telecopy shall be deemed received on the date of transmission.
Notices by Federal Express shall be deemed received on the business day
following transmission. Notices shall be given to the following addresses:
Seller: Xxxxxxx Xxxxxx
Triple Net Properties, LLC
0000 X. Xxxxxx Xxx. #000
Xxxxx Xxx, XX 00000
(000) 000-0000
(000) 000-0000 fax
With Required Copy to: Xxxxxx X. XxXxxxx, Esq.
Xxxxxxxxx Xxxxxxxxx
The Federal Reserve Bank Building,
16th Floor
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
(000) 000-0000
(000) 000-0000 fax
Buyer: Xxxx Xxxxxx
United Insurance Company of America
Xxx Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
(000) 000-0000
(312/661-4876
20
With Required Copy to: Xxxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxx & Friedrich, LLP
000 X. Xxxxxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, XX 00000
(000) 000-0000
(000) 000-0000
13. Remedies.
13.1. Defaults by Seller. If there is any default by Seller under
this Agreement, following notice to Seller and seven (7) days,
during which period Seller may cure the default, Buyer may, at
its option, (a) declare this Agreement terminated in which
case the Deposit shall be returned to Buyer and neither party
shall have any further obligation hereunder, or (b) treat this
Agreement as being in full force and effect and bring an
action against Seller for specific performance.
13.2. Defaults by Buyer. If there is any default by Buyer under this
Agreement, following notice to Buyer and seven (7) days,
during which period Buyer may cure the default, then Seller
may, as its sole remedy, declare this Agreement terminated, in
which case the Deposit shall be paid to Seller as liquidated
damages and each party shall thereupon be relieved of all
further obligations and liabilities, except any which survive
termination. In the event this Agreement is terminated due to
the default of Buyer hereunder, Buyer shall deliver to Seller,
at no cost to Seller, the Due Diligence Items and all of
Buyer's Reports.
13.3. ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE,
WHETHER SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD,
MISREPRESENTATION OR OTHER LEGAL THEORY, RELATED DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT, WHENEVER BROUGHT AND WHETHER
BETWEEN THE PARTIES TO THIS AGREEMENT OR BETWEEN ONE OF THE
PARTIES TO THIS AGREEMENT AND THE EMPLOYEES, AGENTS OR
AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL BE RESOLVED BY
ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL
ARBITRATION ACT, 9 U.S.C. Sections 1-15, NOT STATE LAW, SHALL
GOVERN THE ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF
THE ARBITRATOR AS TO ARBITRABILITY SHALL BE FINAL.
21
A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR NEVADA JUDGE
SHALL CONDUCT THE ARBITRATION UNDER THE THEN CURRENT RULES OF
THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). THE
ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT ON THE
ARBITRATOR WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE BY ONE
PARTY TO THE OTHER INVOKING THIS ARBITRATION PROVISION, IN
ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF QUALIFIED PEOPLE
MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
LAS VEGAS, NEVADA AND ALL EXPEDITED PROCEDURES PRESCRIBED BY
THE AAA RULES SHALL APPLY.
THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF
INFORMATION WHICH IS PROVIDED TO THE ARBITRATOR BY THE
PARTIES. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT
SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF AND
TO AWARD COMPENSATORY DAMAGES, BUT SHALL NOT HAVE THE
AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER NONCOMPENSATORY
DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR SHALL
AWARD TO THE PREVAILING PARTY ITS REASONABLE ATTORNEYS' FEES
AND COSTS AND OTHER EXPENSES INCURRED IN THE ARBITRATION,
EXCEPT THE PARTIES SHALL SHARE EQUALLY THE FEES AND EXPENSES
OF THE ARBITRATOR. THE ARBITRATOR'S DECISION AND AWARD SHALL
BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY
THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF.
14. Assignment.
Buyer may assign its rights under this Agreement to an affiliated entity
or another entity in which Buyer or its parent has a significant interest.
15. Interpretation and Applicable Law.
This Agreement shall be construed and interpreted in accordance with the
laws of the state in which the Property is located (the "State"). Where
required for proper interpretation, words in the singular shall include
the plural; the masculine gender shall include the neuter and the
feminine, and vice versa. The terms "successors and assigns" shall include
the heirs,
22
administrators, executors, successors, and assigns, as applicable, of any
party hereto.
16. Amendment.
This Agreement may not be modified or amended, except by an agreement in
writing signed by the parties. The parties may waive any of the conditions
contained herein or any of the obligations of the other party hereunder,
but any such waiver shall be effective only if in writing and signed by
the party waiving such conditions and obligations.
17. Attorney's Fees.
In the event it becomes necessary for either party to file a suit or
arbitration to enforce this Agreement or any provisions contained herein,
the prevailing party shall be entitled to recover, in addition to all
other remedies or damages, reasonable attorneys' fees and costs of court
incurred in such suit or arbitration.
18. Entire Agreement; Survival.
This Agreement (and the items to be furnished in accordance herewith)
constitutes the entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection therewith. No
representation, warranty, covenant, agreement, or condition not expressed
in this Agreement shall be binding upon the parties hereto nor affect or
be effective to interpret, change, or restrict the provisions of this
Agreement. The obligations of the parties hereunder and all other
provisions of this Agreement shall survive the closing or earlier
termination of this Agreement, except as expressly limited herein.
19. Multiple Originals only; Counterparts.
Numerous agreements may be executed by the parties hereto. Each such
executed copy shall have the full force and effect of an original executed
instrument. This Agreement may be executed in any number of counterparts,
all of which when taken together shall constitute the entire agreement of
the parties.
20. Acceptance.
Time is of the essence of this Agreement. The date of execution of this
Agreement by Seller shall be the date of execution of this Agreement. If
the final date of any period falls upon a Saturday, Sunday, or legal
holiday under
23
Federal law or the laws of the State of Nevada, then in such event the
expiration date of such period shall be extended to the next day which is
not a Saturday, Sunday, or legal holiday under Federal law, or the laws of
the State or the State of Nevada.
21. Real Estate Commission.
Seller and Buyer each represent and warrant to the other that neither
Seller nor Buyer has contracted or entered into any agreement with any
real estate broker, agent, finder or any other party in connection with
this transaction, and that neither party has taken any action which would
result in any real estate broker's, finder's or other fees or commissions
being due and payable to any party with respect to the transaction
contemplated hereby, except that Seller has contracted with Triple Net
Properties Realty, Inc. as its broker and will pay any commission due to
said broker. In addition, Seller will pay a commission of 1.75% to Sperry
Xxx Xxxx if and only if closing occurs, pursuant to this Agreement. Each
party hereby indemnifies and agrees to hold the other party harmless from
any loss, liability, damage, cost, or expense (including reasonable
attorneys' fees) resulting to the other party by reason of a breach of the
representation and warranty made by such party in this paragraph.
22. Exchange.
Each party reserves the right to structure the sale of the Property as a
like kind exchange pursuant to Section 1031 of the Code. In such event
each party shall have the right to assign its interest in this Agreement
to a qualified exchange intermediary of its choosing to effect such
exchange. Each party agrees to cooperate with such like kind exchanges at
no cost or expense to such cooperating party. No such exchange
arrangements shall affect the term of this Agreement.
23. Confidentiality.
Buyer agrees that, prior to the closing, all Property information received
by Buyer shall be kept confidential as provided in this paragraph. Without
the prior written consent of Seller, prior to the closing, the Property
information shall not be disclosed by Buyer or its representatives, in any
manner whatsoever, in whole or in part, except (1) to Buyer's
representatives who need to know the Property information for the purpose
of evaluating the Property and who are informed by the Buyer of the
confidential nature of the Property information; (2) as may be necessary
for Buyer or Buyer's representatives to comply with applicable laws,
including, without limitation, governmental, regulatory, disclosure, tax
and reporting requirements; to comply with other requirements and requests
of regulatory and supervisory
24
authorities and self-regulatory organizations having jurisdiction over
Buyer or Buyer's representatives; to comply with regulatory or judicial
processes; or to satisfy reporting procedures and inquiries of credit
rating agencies in accordance with customary practices of Buyer or its
affiliates; and (3) to prospective tenants of the Property.
24. Approval.
Seller's obligation to sell the Property is subject to the condition
precedent that approval of the sale is obtained from all entities
comprising Seller no later than ten business days after full execution of
this Agreement. If Seller does not obtain such approval, Seller will
reimburse Buyer for any out-of-pocket costs incurred in furtherance of the
transaction contemplated hereby, up to a maximum amount of $10,000.00; and
all Xxxxxxx Money shall be refunded to Buyer, and neither party shall have
any further obligation or liability hereunder.
25. Adjoining Property Contract.
Notwithstanding any provisions to the contrary in this Agreement, the
closing and consummation of the transaction contemplated in this Agreement
is expressly contingent upon the simultaneous closing of the acquisition
by the Purchaser of certain improved property adjoining the Property and
identified as City Center West B, pursuant to that certain Agreement for
Purchase and Sale of Real Property and Escrow Instructions, dated of even
date herewith.
THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK
25
SIGNATURE PAGE FOR
Sale of City Center West A, Las Vegas, Nevada
EXECUTED on this the 24 day of January, 2005.
SELLER:
XXXXX - CITY CENTER WEST A, LLC,
a Nevada limited liability company
By: Triple Net Properties, L.L.C.,
a Virginia limited liability company,
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
NNN CITY CENTER WEST A1, LLC,
a Nevada limited liability company
By: Triple Net Properties, L.L.C.,
a Virginia limited liability company,
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx.
Title: CEO
00
XXX XXXX XXXXXX XXXX X0, LLC,
a Nevada limited liability company
By: Triple Net Properties, L.L.C.,
a Virginia limited liability company,
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
NNN CITY CENTER WEST A4, LLC,
a Nevada limited liability company
By: Triple Net Properties, L.L.C.,
a Virginia limited liability company,
Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
EXECUTED on this the 18 day of January, 2005.
BUYER:
UNITED INSURANCE COMPANY OF AMERICA
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Assistant Treasurer
27
