NORTH SIDE REAL ESTATE BOARD
REAL ESTATE SALE CONTRACT - APARTMENTS/INVESTMENTS
TO: Xxxxx Realty Limited Partnership V
Date May 9, 1995
SELLER
I/We offer to purchase the property known as: 0000 Xxxxx
Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx together with improvements
thereon,
1. Purchase price $5,825,000.
2. Initial xxxxxxx money $50,000.00, in the form of check,
deposited with Seller's attorney. Said initial xxxxxxx
money shall be returned and this contract shall be void
if not accepted on or before May , 1995 Xxxxxxx
money shall be held in escrow by Lawyers Title Ins.
Corp. in an interest bearing account for the benefit of
the parties hereto in an established escrow account in
compliance with the laws of the State of Illinois.
3. The balance of the purchase price shall be paid at the
closing, plus or minus prorations, as follows (delete
inapplicable subparagraphs):
(a) by the immediately available wire transfer funds.
4. At closing, Seller shall execute and deliver to
Purchaser, or cause to be executed and delivered to
Purchaser, a recordable Trustee's Deed with release of
homestead rights (or other appropriate deed if title is
in trust or in an estate), or Articles of Agreement for
such a deed if that portion of sub-paragraph 3 (d) is
applicable, subject only to the following, if any:
covenants, conditions and restrictions of record;
private, public and utility easements; roads and
highways; existing leases and tenancies; special taxes
or assessments for improvements not yet completed;
unconfirmed special taxes or assessments; general taxes
for the year 1994 and subsequent years.
5. Seller represents and warrants that:
(a) existing leases, if any, are to be
assigned to Purchaser at closing,
none of which expire later than
May 1, 1996, and said existing
leases have no option to renew,
cancel or purchase; (b) the present
monthly gross rental income is
$116,598.67; (c) the 1993 general
real estate taxes are $318,052.00.
6. Closing or escrow payout shall be on or before June
30, 1995, provided title has been shown to be good or
is accepted by Purchaser in Chicago, IL, at the
office of Purchaser's mortgagee or at Lawyers Title
Insurance Corporation.
7. Xxxxxx agrees to surrender possession of the premises
herein occupied by him on or before closing, 19 ,
provided this sale has been closed.
8. Purchaser will pay a broker's commission to Xxxxx
Financial Corporation pursuant to a separate
agreement.
9. THIS CONTRACT IS SUBJECT TO THE PROVISIONS APPEARING
ON THE REVERSE SIDE HEREOF.
PURCHASER: Xxxxx Xxxxxx
ADDRESS: 0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
PURCHASER:
ADDRESS:
ACCEPTANCE OF CONTRACT BY SELLER
This day of May, 1995, I/We accept this contract and agree
to perform and convey title or cause title to be conveyed
according to the terms of this contract.
SELLER Xxxxx Reality Limited Partnership V
BY: The Xxxxx Corporation, General Partner
ADDRESS 0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxx
Xxxx Xxxxx Xxx
SELLER By:
Xxxxx X. Xxxxxx, Authorized Agent
(Type or Print Name)
ADDRESSS:
City State Zip
PROVISIONS
1. If any water taxes and other probable items shall be
prorated to date of closing. Security deposits, if any,
shall be paid to Purchaser at closing, together with
statutory interest.
2. The provisions of the Uniform Vendor and Purchaser Risk
Act of the State of Illinois shall be applicable to this
contract.
4. All notices herein required shall be in writing and shall
be served on the parties at the addresses following their
signatures. The mailing of a notice by registered or
certified mail, return receipt requested, shall be
sufficient service.
5. If this contract is terminated without Purchaser's fault,
the xxxxxxx money shall be returned to Purchaser, but if
the termination is caused by Purchaser's fault, then, the
xxxxxxx money shall be forfeited and the balance paid to
Seller, as his sole remedy.
6. Seller warrants that no notice from any city, village or
other governmental authority of a dwelling code violation
which currently exists in the aforesaid premises has been
received by Seller. If a notice is received between date
of acceptance of the contract and date of closing, Seller
shall promptly notify Purchaser of such notice.
7. At the request of Seller or Purchaser evidenced by notice
in writing to the other party at any time prior to the
date for delivery of deed hereunder, this sale shall be
closed through an escrow with a title insurance company,
in accordance with the general provisions of the usual
form of Deed and Money Escrow Agreement then furnished and
in use by said company, with such special provisions
inserted in the escrow agreement as may be required to
conform with this contract. Upon the creation of such an
escrow, anything herein to the contrary notwithstanding,
payment of purchase price and delivery of deed shall be
made through the escrow and this contract and the xxxxxxx
money shall be deposited in the escrow and the broker
shall be made a party to the escrow with regard to
commission due. The cost of the escrow shall be divided
equally between Purchaser and Seller.
8. Seller shall furnish five days prior to closing, an ALTA
survey by a currently licensed land surveyor, showing the
present location of all improvements. If Purchaser or
Purchaser's mortgagee desires a more recent survey, same
shall be obtained at Purchaser's expense.
9. Xxxxxx agrees to furnish to Purchaser an affidavit of
title subject only to those items set forth herein, and an
ALTA form if required by Purchaser's mortgagee.
10. Right is reserved by either party to insert correct
legal description at any time, without notices, when
same is available.
11. Seller shall have the right to pay off any existing
mortgage(s) out of the proceeds of this sale.
12. Purchaser may place a mortgage on this property and
apply proceeds of such mortgage to the purchase price.
13. Purchaser and Seller hereby agree to make all
disclosures and do all things necessary to comply with
the applicable provisions of the Real Estate Settlement
Procedures Act of 1974, as amended.
14. Seller shall pay the amount of any stamp tax imposed by
the state and county on the transfer of title, and
shall furnish a completed declaration signed by the
Seller or Seller's agent in the form required by the
state and county, and shall furnish any declaration
signed by Seller or Seller's agent or meet other
requirements as established by any local ordinance with
regard to a transfer or transaction tax. Purchaser
shall pay the Chicago City Department or Finance stamp
tax.
15. Seller shall remove from premisses by date of
possession all debris and Seller's personal property
not conveyed by Xxxx of Sale to Purchaser.
16. Xxxxxx agrees to surrender possession of the real
estate in the same condition as it is at the date of
this contract, ordinary wear and tear excepted.
17. Time is of the essence of this contract.
18. Wherever appropriate, the singular includes the plural
and the masculine includes the feminine or the neuter.
19. See page 9 rider attached and made a part of this contract.
XXXXX
X-x. In the event of any conflicts or inconsistencies between the
terms and conditions of this Rider and the preprinted Real Estate
Contract (the "Contract") to which this Rider is attached, the
terms and conditions of this Rider shall control.
R-2. TITLE:
Seller holds title to the Premises through American National Bank
and Trust Company ("Trustee"), as Trustee under Trust Contract
dated February 15, 1983 and known as Trust No. 56893. Seller
shall cause the Trustee to convey to Purchaser by Trustee Deed
(the "Deed"), provided Purchaser shall be able to obtain extended
coverage under the Title Policy, and Purchaser shall accept the
fee simple title to the Property in accordance with the terms of
this Contract, and Purchaser's obligation to accept said title
shall be conditioned upon Purchaser then being conveyed
marketable fee simple title to the Property, subject only to the
Permitted Exceptions (as hereinafter defined).
Within seven (7) days from the date of this Contract, Seller
shall furnish Purchaser with a Commitment For Title Insurance for
an ALTA Owner's Form B Title Insurance Policy (the "Title
Policy") issued by Lawyers Title Insurance Corporation and
legible copies of all instruments and plans mentioned therein as
exceptions to title (all of such items are hereinafter
collectively referred to as the "Commitment"). The Commitment
shall contain a 3.1 zoning endorsement in the form attached
hereto as Exhibit "A". The Commitment shall be in the amount of
the Purchase Price. Xxxxxxxxx agrees that the title matters set
forth in Paragraph 4 of the Contract and the title matters set
forth on Exhibit "A" attached hereto are accepted by Purchaser as
"Permitted Exceptions". Should such Commitment contain any other
title exceptions which are not acceptable to Purchaser, in its
sole discretion, Purchaser shall, within five (5) days after
receipt of the Commitment, notify Seller if any such exceptions
are unacceptable. If Purchaser fails to so notify Seller of any
unacceptable exceptions as described above, all title exceptions
set forth in Schedule B of the Commitment shall be deemed
accepted by Purchaser and shall also be included as "Permitted
Exceptions". If any exceptions are unacceptable to Purchaser and
Purchaser timely notifies Seller in writing of such facts as
above provided, Seller, in Seller's sole discretion, shall have
thirty (30) days from the date Seller receives notice of such
unacceptable exceptions to remove or cure such exceptions and the
date of Closing shall be extended, if necessary. Seller shall be
deemed to have refused to cure any unacceptable exceptions, which
Seller may so do in its sole discretion, unless Seller, within
ten (10) days after receipt of notice from Purchaser, shall
notify Purchaser in writing that Seller will attempt to cure such
unacceptable exceptions. If Seller fails or refuses to cure said
unacceptable exceptions within the time period above provided,
Purchaser may (i) terminate this Contract and the xxxxxxx money
deposit shall be returned to Purchaser, or (ii) waive such
exceptions and accept title subject thereto, in which event there
shall be no reduction in the Purchase Price. In all events,
Seller shall pay all Title Insurance premiums and other title
costs.
R-3. -REVIEW PERIOD:
On or before the date of acceptance of this Contract, Seller has
delivered to Purchase the following:
a. A copy of the most current survey in Seller's
possession;
b. All maintenance contracts and service agreements which
require more than thirty (30) days' prior written
notice to cancel;
c. Copies of the current tax bills and assessment notices;
d. Copy of the existing Title Insurance Policy;
e. All Leases affecting the property will be made
available for inspection on-site.
f. Copy of existing Phase I Environmental Audit, if any.
Seller makes no warranty as to the accuracy or
correctness of any information contained in items a),
(d) or (f). Purchaser may contact the environmental
engineer that prepared the Environment Audit and
attempt to obtain from said engineer, at Purchaser's
sole cost, a reliance letter which will permit
Purchaser to rely on the Environmental Audit. The
failure to obtain such reliance letter shall not be a
condition of closing. The Review Period shall commence
on the date of acceptance of this Contract. Purchaser
shall have ten (10) days from the commencement of the
Review Period to inspect and approve same (the "Review
Period").
R-4. INSPECTION CONTINGENCY:
During the Review Period, Purchaser shall have the right to cause
its engineers, architects, agents, appraisers and lenders to
inspect and approve of the property.
R-5. DISAPPROVAL:
If Purchaser does not advise Seller in writing of its disapproval
of the documents or the property on or before the expiration of
the Review Period, then the inspection and review shall be deemed
to have been satisfactory, and this Contract shall continue in
full force and effect. If Purchaser does notify Seller of its
disapproval within such period, then this Contract shall be null
and void and the xxxxxxx money deposit and all interest earned
shall be returned to Purchaser.
R-6. CLOSING DOCUMENTS:
At the Closing, Seller shall deliver to Purchaser the following
documents respecting the Premises:
a. An Affidavit of Title;
b. Survey as described in Contract if not delivered
pursuant to R-2.a.;
c. Keys to the premises;
d. Assignment and Assumption (to be executed by Xxxxxxxxx
and Seller) of the Maintenance Contracts and Service
Contracts, provided Xxxxxxxxx agrees to assume said
contracts;
e. Trustee's Deed;
f. Xxxx of Sale for the personality
g. Such other and further documents which are reasonably
required by Purchaser to perfect its title in the real
estate;
h. Leases and Assignment and Assumption (to be executed
by Xxxxxxxxx and Seller) of Leases and Security
Deposits. i. Letters to Tenants.
R-7. WARRANTIES OF SELLER:
Seller represents and warrants to Purchaser that as of the date
of the closing:
a. There are no service or maintenance agreements not
cancelable upon thirty (30) days' written notice, other
than as set forth as Exhibit "B";
b. Seller has the requisite capacity and authority to
proceed with the sale and transfer contemplated under
the terms of this Contract, and it will take all
appropriate action necessary to authorize those persons
who are to execute the Trustee Deed, Bill of Sale and
other documents pursuant to the terms of this Contract,
to execute such documents;
c. There are no pending lawsuits or claims for damages or
liens by any third party arising out of the operation
of the Premises, or any special assessments or
condemnation actions which would affect the Premises;
d. Seller has not received notice of any change in zoning;
e. Seller has not received written notice from any
governmental authority of any building code violation
relating to the Premises. The representations and
warranties made by Seller in this Section R-7 shall
survive for a period of one hundred (120) days after
the Closing and thereafter shall be null and void. In
any event, Sellers liability for any breach of
representation or warranty under this Agreement shall
be limited to and shall not exceed $250,000.00. R-8.
AS-IS: Purchaser acknowledges and agrees that it will
be purchasing the Property based solely upon its
inspection and investigations of the Property and that
Purchaser will be purchasing the Property "AS IS" and
"WITH ALL FAULTS" based upon the condition of the
Property as of the date of this Contract, subject to
reasonable wear and tear and loss by fire or other
casualty or condemnation from the date of this Contract
until the Closing. Without limiting the foregoing,
Purchaser acknowledges that, except as may otherwise be
specifically set forth elsewhere in this Contract,
neither Seller nor its consultants or agent have made
any other representations or warranties of any kind
upon which Purchaser is relying as to any matters
concerning the Property, including, but not limited to,
the condition of the land or any Improvements, the
existence or nonexistence of asbestos, toxic water or
any hazardous material, economic projections or market
studies concerning the Property, any development
rights, taxes, bonds, covenants, conditions and
restrictions affecting the Property, water or water
rights, topography, drainage, soil, subsoil of the
Property, the utilities serving the Property or any
zoning, environmental or building laws, rules or
regulations affecting the Property. Seller makes no
representation that the Property complies with Title
III of the Americans with Disabilities Act or any fire
codes or building codes. Purchaser hereby releases
Seller from any and all liability in connection with
any claims which Purchaser may have against Seller, and
Purchaser hereby agrees not to assert any claims, for
contribution, cost recovery or otherwise, against
Seller, relating directly or indirectly to the
existence of asbestos or hazardous materials or
substances on, or environmental conditions of, the
Property. As used herein, the term "Hazardous
Materials" or "Hazardous Substances" means (i)
hazardous wastes, hazardous substances, hazardous
constituents, toxic substances or related materials,
whether solids, liquids or gases, including but not
limited to substances defined as "hazardous wastes",
"hazardous substances", "toxic substances",
"pollutants", "contaminants", "radioactive materials",
or other similar designations in, or otherwise subject
to regulation under, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), 42 U.S.C. 9601 et seq.; the Toxic
Substance Control Act ("TSCAS"), 15 U.S.C. 2601 et
seq.; the Hazardous Materials Transportation Act, 49
U.S.C. 1802; the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. 9601, et seq.; the Clean Water Act
("CWA"), 33 U.S.C. 1251 et seq.; the Safe Drinking
Water Act, 42 U.S.C. 300f et seq.; the Clean Air Act
("CAA"), 42 U.S.C. 7401 et seq., and in any permits,
licenses, approvals, plans, rules, regulations-or
ordinances adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other
similar federal, state or local laws, regulations,
rules or ordinance now or hereafter in effect relating
to environmental matters (collectively the
"Environmental Laws"); and (ii) any other substances,
constituents or wastes subject to any applicable
federal, state or local law, regulation or ordinance,
including any environmental law, now or hereafter in
effect, including but not limited to (A) petroleum, (B)
refined petroleum products, (C) waste oil, (D) waste
aviation or motor vehicle fuel and (E) asbestos.
Seller has provided to Purchaser certain unaudited
historical financial information regarding the Property
relating to certain periods of time in which Seller
owned the Property. Seller makes no representation or
warranty that Purchaser will achieve similar financial
or other results with respect to the operations of the
Property.
R-9. AFFIRMATIVE COVENANTS:
Between the date of this Contract and the closing, Seller shall
operate the Premises in, the same manner as previously operated,
and to that effect, Seller shall:
a. Keep the Premises in good order and condition, without
waste, and free from mechanic's liens, ordinary wear
and tear excepted;
b. Duly and punctually perform all covenants and
agreements expressed as binding upon Seller under any
lease or other agreement with respect to the Premises;
c. Not create, cause or maintain, or suffer to be
maintained, any nuisance or any waste in or about the
Premises;
d. Not enter into any new Leases other than at market
rent, without Purchaser's written approval.
R-10. POSSESSION AND INSPECTION:
Seller shall deliver possession of the real estate to Purchaser
at Closing in the same condition as it is at the date of the
Contract, ordinary wear and tear excepted, and Purchaser shall
have the right to inspect the Premises within three (3) days
prior to the closing to verify that the condition of the Premises
is as required under this Contract.
R-ll. FIRPTA AFFIDAVIT:
If Seller is a "Foreign Person", within the meaning of 1445 of
Internal Revenue Code, then Purchaser shall withhold and deduct
from sale proceeds a tax equal to Ten (10%) Percent of the amount
realized. The provision shall not apply if a) Seller furnishes to
purchaser an affidavit setting forth Seller's U.S. Taxpayer I.D.
Number, and that Seller is not a foreign person as defined by the
Internal Revenue Code, or (b), Seller provides evidence that it
is exempt from a holdback under such other exceptions as are
permitted in s1445 of the Internal Revenue Code.
R-12. Purchaser shall have the right to access to the Premises
after acceptance of this Contract on 24 hour prior notice (48
hours' prior written notice for inspection of occupied units), to
have an appraisal, to take measurements, and to take bids for
work.
R-13. PRORATIONS:
Taxes and assessments shall be prorated as of the Closing Date to
the extent, and only to the extent of the period beginning April
30, 1995, through the day prior to the Closing Date, based on a
three hundred sixty-five (365) day year. Seller shall be charged
and credited for such Prorations up to but excluding the Closing
Date and Purchaser shall be charged and credited for all of the
same on and after the Closing xxxx. Prior to Closing, Purchaser
and Seller shall review and approve the Prorations. If the actual
mounts to be prorated are not then known, or if any additional
expenses are incurred or income received after the date
Prorations are made, the Prorations shall be made on the basis of
the best evidence then available. All utility bills shall be
prorated when the last bill incurred by Xxxxxx is received. All
unused refundable deposits and all prepaid rent under any leases
shall be credited to Purchaser at Closing. No prorations shall be
made for delinquent rents existing as of the Closing Date.
Nevertheless, if Purchaser later collects any rents that were
delinquent on or before the Closing, such rents shall be
attributed first to the current rent, then to the portion that
was delinquent on or before the Closing; Purchaser shall promptly
remit to Seller the portion of such rent collected, if any,
attributable to the period of time prior to the Closing. Seller
shall pay the amount of any stamp tax imposed by State law on the
transfer of the title, and shall furnish a completed Real Estate
Transfer Declaration signed by the Seller or the Seller's agent
in the form required pursuant to the Real Estate Transfer Tax Act
of the State of Illinois and shall furnish any declaration signed
by the Seller or the Seller's agent or meet other requirements as
established by any local ordinance with regard to a transfer or
transaction tax; Purchaser shall pay the amount of any stamp tax
imposed by Chicago Department of Revenue Stamps or other local
ordinance. The provisions of this Section shall survive the
Closing. Notwithstanding anything to the contrary contained in
this Section, Purchaser acknowledges that real estate taxes will
not be prorated, except as provided in this Section for the
period beginning April 30, 1995 through the day prior to the
Closing Date (which prorations shall be based on 1994 Real Estate
taxes in the sum of $318,627.00). Seller has previously paid the
first installment of 1994 taxes.
R-14. CASUALTY OR CONDEMNATION:
If prior to the Closing, the improvements or any material portion
thereof (having a replacement cost equal to or in excess of
$250,000.00) are damaged or destroyed by fire or casualty, or any
part of the Property is taken by eminent domain by any
governmental entity, then Purchaser or Seller shall have the
option, exercisable by written notice given to the other party at
or prior to the Closing, to terminate this Contract, whereupon
all obligations of all parties hereto shall cease, the xxxxxxx
money deposit shall be returned to Purchaser and this Contract
shall be void and without recourse to the parties hereto except
for provisions which are expressly stated to survive such
termination. If neither Purchaser nor Seller elects to terminate
this Contract or if such damage or destruction or taking has a
replacement cost or is in an amount of less than $250,000.00,
Purchaser shall proceed with the purchase of the Property without
reduction or offset of the Purchase Price, and in such case,
unless Seller shall have previously restored the Property to its
condition prior to the occurrence of any such damage or
destruction, Seller shall give Purchaser a credit against the
Purchase Price in an amount equal to the deductible under
Seller's insurance policy and Seller shall pay over or sign to
Purchaser all amounts received or due from, and all claims
against, any insurance company or governmental entity as a result
of such destruction or taking.
R-15. SELLER'S DEFAULT:
If at the Closing, Xxxxxx is unable to give title or to make
conveyance, or to satisfy all of Seller's obligations as set
forth in this Contract, Seller shall be in default under this
Contract and the xxxxxxx money deposit made hereunder shall be
forthwith returned to Purchaser. In addition to the foregoing, if
Purchaser desires to purchase the Property in accordance with the
terms of this Contract and Seller refuses to perform Seller's
obligations hereunder, Purchaser, at its option, and as
Purchaser's sole and exclusive remedy, shall have the right to
compel specific performance by Seller hereunder in which event
any xxxxxxx money deposit made hereunder shall be credited
against the Purchase Price.
R-16. PURCHASER'S DEFAULT:
The parties acknowledge that in the event of Purchaser's failure
to fulfill its obligations hereunder it is impossible to compute
exactly the damages which would accrue to the Seller in such
event. The parties have taken these facts into account in setting
the amount of the xxxxxxx money deposit, required pursuant to
Section 2 of this Contract, for Fifty Thousand Dollars
($50,000.00) and hereby agree that: (i) such amount together with
the interest earned thereon is the pre-estimate of such damages
which would accrue to Seller; (ii) such amount represents damages
and not any penalty against Purchaser; and (iii) if this Contract
shall be terminated by Seller by reason of Purchaser's failure to
fulfill Purchaser's obligations hereunder, the xxxxxxx money
deposit together with the interest thereon shall be Seller's full
and liquidated damages in lieu of all other rights and remedies
which Seller may have against Purchaser at law or in equity.
R-17. EFFECTIVE NOTICES:
All notices under this Contract shall be in writing and shall be
delivered personally or shall be sent by Federal Express or other
comparable overnight delivery courier, addressed as set forth at
the beginning of this Contract. Notices shall be deemed
effective, when so delivered. Copies of all such notices to
Purchaser shall be sent to Xxxxx Xxxxxxxxx, Esq., 000 Xxxx Xxxxx,
Xxxxxxx, XX 00000, and copies of all such notices to Seller shall
be sent to Xxxx X. Xxxxxx, Esq., Xxxx and Xxxx, 00 Xxxxx Xxxxxx,
Xxxxxx, XX 00000. R-18. ESCROW PROVISIONS: Escrow Agent shall
agree to hold and dispose of the Deposit in accordance with the
terms and provisions of this Contract. Escrow Agent hereby
acknowledges receipt by Escrow Agent of the Deposit paid by
Purchaser to be applied on the Purchase Price of the Property
under the terms hereof. Escrow Agent agrees to hold, keep and
deliver said Xxxxxxx and all other sums delivered to it pursuant
hereto in accordance with the terms and provisions of this
Contract. Escrow Agent shall not be entitled to any fees or
compensation for its services hereunder. Escrow Agent shall be
liable only to hold said sums and deliver the same to the parties
named herein in accordance with the provisions of this Contract,
it being expressly understood that by acceptance of this
agreement Escrow Agent is acting in the capacity of a depository
only and shall not be liable or responsible to anyone for any
damages, losses or expenses unless same shall have been caused by
the gross negligence or willful malfeasance of Escrow Agent. In
the event of any disagreement between Purchaser and Seller
resulting in any adverse claims and demands being made in
connection with or for the monies involved herein or affected
hereby, Escrow Agent shall be entitled to refuse to comply with
any such claims or demands so long as such disagreement may
continue; and in so refusing Escrow Agent shall make no delivery
or other disposition of any of the monies then held by it under
the terms of this Contract, and in so doing Escrow Agent shall
not become liable to anyone for such refusal; and Escrow Agent
shall be entitled to continue to refrain from acting until (a)
the rights of the adverse claimants shall have been finally
adjudicated in a court of competent jurisdiction of the monies
involved herein or affected hereby, or (b) all differences shall
have been adjusted by agreement between Seller and Purchaser, and
Escrow Agent shall have been notified in writing of such
agreement signed by the parties hereto. Escrow Agent shall not be
required to disburse any of the monies held by it under this
Contract unless in accordance with either a joint written
instruction of Purchaser and Seller or an Escrow Demand from
either Purchaser or Seller in accordance with the provisions
hereinafter. Upon receipt by Xxxxxx Agent from either Purchaser
or Seller (the "Notifying Party") of any notice or request ("the
Escrow Demand") to perform any act or disburse any portion of the
monies held by Escrow Agent under the terms of this Contract,
Escrow Agent shall give written notice to the other party (the
"Notified Party"). If within five (5) days after the giving of
such notice, Escrow Agent does not receive any written objection
to the Escrow Demand from the Notified Party, Escrow Agent shall
comply with the Escrow Demand. If Escrow Agent does receive
written objection from the Notified Party in a timely manner,
Escrow Agent shall take no further action until the dispute
between the parties has been resolved pursuant to either clause
(a) or (b) above. Further Escrow Agent shall have the right at
all times to pay all sums held by it (i) to the appropriate party
under the terms hereof, or (ii) into any court of competent
jurisdiction after a dispute between or among the parties hereto
has arisen, whereupon Escrow Agent's obligations hereunder shall
terminate. Seller and Purchaser jointly and severally agree to
indemnify and hold harmless said Escrow Agent from any and all
costs, damages and expenses, including reasonable attorneys'
fees, that said Escrow Agent may incur in its compliance of and
in good faith with the terms of this agreement; provided,
however, this indemnity shall not extend to any act of gross
negligence or willful malfeasance on the part of the Escrow
Agent.
R-19. LIMITATION OF SELLER' S LIABILITY:
No shareholders of Seller, nor any of its respective officers,
directors, agents, employees, heirs, successors or assigns shall
have any personal liability of any kind or nature for or by
reason of any matter or thing whatsoever under, in connection
with, arising out of or in any way related to this Contract and
the transactions contemplated herein, and Purchaser hereby waives
for itself and anyone who may claim by, through or under
Purchaser any and all rights to sue or recover on account of any
such alleged personal liability.
BUYER: SELLER:
Xxxxx Reality Limited Partnership V
By: The Xxxxx Corporation
General Partner
By:
Xxxxx Xxxxxx Xxxxx X. Xxxxxx
Authorized Agent
AGREEMENT TO PURCHASE PERSONAL PROPERTY
WHEREAS, Xxxxx Realty Limited Partnership v ("Xxxxx") is the
beneficial owner of real property commonly known as 0000 Xxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx; an
WHEREAS, on said property there is located a one hundred eighty-
seven (187) unit apartment building; and
WHEREAS, Xxxxx is the owner of personal property and chattels
located at said apartment building comprising of stoves,
refrigerators, cabinets, lighting fixtures, furniture and
furnishings; and
WHEREAS, XXXXX XXXXXX is a Purchaser of said real estate and is
desirous of acquiring personal property located thereof.
IT IS XXXXXX AGREED AS FOLLOWS;
1. Simultaneously with the closing of 0000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx, Xxxxx shall convey to XXXXX XXXXXX, by
a Warranty Bill of Sale, all personal property* which is owned by
the Xxxxx and located at the above described premises, including
the following;
All air conditioners; 187 refrigerators; 187 stoves;
carpeting, window treatments; chandeliers; light fixtures;
electrical and plumbing fixtures.
2. Xxxxx Xxxxxx shall pay three hundred thousand
($331,500.00) by immediately available funds via wire transfer,
in consideration of the above.
3. In the event that if, for any reason whatsoever, Xxxxx
Xxxxxx fails to purchase and close on the above-described
premises, this, Contract shall be null and void.
Dated this 9th day of May, 1995.
Xxxxx Realty Limited Partnership V
By: The Xxxxx Corporation,
General Partner
Xxxxx Xxxxxx Xxxxx X. Xxxxxx
Authorized Agent
*in "as-is" condition without warranty as to merchantability,
fitness or condition
