EXHIBIT 10.10
AGREEMENT OF SALE OF PARTNERSHIP INTEREST
#22 XXXXXXXX SPRINGS, LTD. A TEXAS LIMITED PARTNERSHIP
July 8, 2003
This is an agreement made by and between Great Western Land and Recreation,
Inc., ("Great Western") a Nevada corporation, and Arete Real Estate and
Development Company, with Xxx Xxxxxxx as President and also as nominee, as
agent, and as official representative of certain family members all of whom own
an approximate one third partnership interest in #00 Xxxxxxxx Xxxxxxx, LTD.
("Xxxxxxx").
Great Western is the Buyer (or Purchaser) and Xxxxxxx is the Seller.
1. For six hundred fifty thousand one hundred dollars ($650,100.00) in cash
and subordinated convertible notes issued by Great Western outlined below and a
facsimile attached as Schedule S, and other good and valuable consideration, it
is agreed that Xxxxxxx will sell all his ownership, including all the general
partnership interest to Great Western Land & Recreation, Inc.
2. Buyer agrees to pay to Seller the total purchase price of $650,100.00
payable as follows:
a. $100.00 cash deposit to Xxxxxxx, receipt of which is hereby
acknowledged.
b. Six hundred fifty thousand dollars ($650,000.00) in the form of six
year subordinated convertible notes with an interest rate starting at
2% for the first year and escalating evenly to 7% by the sixth year.
c. Buyer is aware that there are four acres of land adjacent to the
Project ("the Four Acres") of which Seller has an interest to Buyer.
Buyer and Seller agree that the Four Acres are not encumbered by the
existing HUD loan an these Four Acres are available for building
additional units previously planned by the General Partner on a
preliminary basis. Seller agrees to cooperate in every way to assist
Buyer in the process to expand the Project by developing the four
additional acres.
3. Seller warrants it has full legal title to said limited partnership and the
General Partnership of #22 Xxxxxxxx Springs. Seller warrants it has full
authority to sell same, and that said property shall be sold free and clear of
all liens, encumbrances and claims. The full ownership of Seller is listed on
Exhibit B attached.
4. The General Partnership interest and the Limited Partnership interest is
sold in good faith by Seller and that Seller knows of no entitlement problems,
undisclosed contracts or violations of local, state, or Federal regulations or
rules governing the construction and operation of HUD properties or this
Property specifically.
5. Buyer and Seller agree that they will each separately provide values and
perform all tax returns for their respective interest requires with this
transaction.
6. Buyer recognizes that it will require time, "paperwork", a certain amount
of documentation, and perhaps professional effort to obtain HUD permission to
affect the complete transfer of the Property. Seller agrees to work diligently
with Buyer to obtain the necessary approvals, and any costs incurred by
consultants, lawyers, accountants, or other professional services will be evenly
split between Buyer and Seller to affect this approval process. Time is of the
essence. However, should it be determined that certain procedures must be
followed to effect this transfer, and the execution of the procedures will take
more than three days, then Seller will maintain his interest in a fiduciary
capacity of the complete benefit of Buyer. This
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beneficial posture includes doing everything that can be expected to promote the
interests, the profitability, and the continuity of the Project.
7. Seller agrees to turnover to Buyer all records, documents, papers,
drawings, names of contacts, contractors, and other items pertaining to the
recent construction, the financing, and the management of the Project.
8. Seller warrants to Buyer that there are not accounts, money, receivables,
or special funding due to Seller from the Project or the Partnership, and that
this sale of Seller's complete interest will terminate any future claim against
the Project, against Buyer, or against any of the Limited partners.
9. Seller warrants to Buyer that there are no encumbrances, pledges, or liens
against Limited Partnership or General Partnership that are transferring to
Buyer. In addition, Seller knows of no claim pending, or threatened against the
interests that Seller is transferring to Buyer. Seller knows of no lien, claim
or threatened claim against the Four Acres, the 1/3 interest of which also is
being transferred to Buyer.
10. This agreement shall be binding and inure to the benefit of the parties,
their successors, assigns and personal representatives.
Signed under seal this 8th day of July, 2003.
/s/ Xxx X. Xxxxx
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Buyer
/s/ Xxxxx Ready
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Xxxxx Ready
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Arete Real Estate and Development Co.
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Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------------- Witness as to signatures
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