Exhibit 10.11
AGREEMENT OF PURCHASE AND ASSIGNMENT
OF JOINT VENTURE INTEREST IN XXXXXXXXX XXXX ASSOCIATES
AGREEMENT made as of September , 1999 by UNITED INVESTORS REAL
ESTATE, INC. ("UIRE") and XXXXX X. XXXXXXXX ("Xxxxxxxx").
W I T N E S S E T H :
WHEREAS, UIRE and Xxxxxxxx are joint venturers in a joint venture called
Xxxxxxxxx Xxxx Associates (the "Joint Venture"), whose purpose is to own,
develop and improve that certain real property in Memphis, Shelby County,
Tennessee, as described in Exhibit A (the "Property") and the 452 unit mini-
warehouse located thereon;
WHEREAS, the parties have carried on as such joint venturers in accordance
with an Agreement of Joint Venture of Xxxxxxxxx Xxxx Associates dated as of June
10, 1992 (the "Joint Venture Agreement");
WHEREAS, pursuant to the Joint Venture Agreement, UIRE owns a fifty-five
percent (55%) interest in the Joint Venture and Xxxxxxxx owns a forty-five
percent (45%) interest in the Joint Venture.
WHEREAS, UIRE has agreed to sell and Xxxxxxxx has agreed to purchase all of
UIRE's fifty-five percent (55%) interest in the Joint Venture for the purchase
price of One Million and No/100 Dollars ($1,000,000.00).
NOW, THEREFORE, in consideration of the sum of $1,000,000.00 and other
good valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. UIRE hereby assigns, transfers, and conveys its fifty-five percent
(55%) interest in the Joint Venture (the "Joint Venture Interest"), and all
rights to distributions, past, present and future, in respect thereof, to
Xxxxxxxx, effective as of the date hereof.
2. UIRE represents, warrants, and covenants to Xxxxxxxx that:
(a) UIRE is the holder and owner of fifty (55%) percent of the Joint
Venture (the undersigned is an officer of UIRE and is authorized by UIRE's
Bylaws and by a Corporate Resolution to execute and deliver this Agreement);
(b) UIRE owns its interest in the Joint Venture free and clear of all
liens, claims, charges, security interests, or other encumbrances and no person
other than UIRE has any claim or right, direct or indirect, to any of the Joint
Venture Interest or any of the proceeds thereof;
(c) UIRE has not heretofore assigned or pledged any of the Joint Venture
Interest, and UIRE has full power and right to make this Assignment, and this
Assignment is not in violation of the terms of its formation documents or any
other agreement to which UIRE is a party or by which UIRE may be bound or
affected;
(d) to the best of UIRE's knowledge, there is no litigation pending or
threatened in any court or jurisdiction, the outcome of which would affect any
of the Joint Venture Interest in a materially adverse manner;
(e) the assignment of the Joint Venture Interest by UIRE and the
execution, delivery, and performance by UIRE of this Agreement will not result
in any breach of, or constitute a default under, any law, statute, order, writ,
injunction, or decree of any court or governmental authority, nor is any consent
or approval of any governmental body or regulatory authority required for the
validity of this Agreement;
(h) this Agreement is the legal, valid, and binding obligation of UIRE
enforceable in accordance with its terms;
3. UIRE acknowledges that it has no claim whatsoever against Xxxxxxxx or
against the Joint Venture, and that nothing herein shall be construed as a
reservation of any claim against any venturer or asset of the Joint Venture.
4. Xxxxxxxx shall hold UIRE harmless against all claims and demands in
respect of the Joint Venture Interest and the Joint Venture.
5. Xxxxxxxx shall have the right to continue the Joint Venture's business
under without winding up the partnership affairs. Nevertheless, appropriate
notices, as applicable, shall be given of the withdrawal of UIRE, and statutory
notices and certificates, if any heretofore filed, shall be canceled or modified
as required.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective legal representatives, successors and assigns.
IN WITNESS WHEREOF the parties have executed this Agreement.
____________________________________
Xxxxx X. Xxxxxxxx
United Investors Real Estate, Inc.
By:__________________________________
Its:
