PURCHASE AGREEMENT
Applebee's Neighborhood Grill & Bar
Stow, Ohio
THIS AGREEMENT, entered into effective as of the Effective Date
set forth on the Purchase Agreement Data Sheet attached hereto
and incorporated herein by reference. Capitalized terms not
otherwise defined herein are defined in the Purchase Agreement
Data Sheet attached hereto and incorporated herein by reference.
l.PARTIES. Seller owns the Undivided Percentage Interest in the
fee title to that certain real property legally described in
the attached Exhibit "A" (the "Entire Property"). Seller
wishes to sell and Buyer wishes to buy a portion as tenant in
common of Seller's interest in the Entire Property.
0.XXXXXXXX. The Property to be purchased by Buyer in this
transaction consists of an Undivided Percentage Interest
(hereinafter, simply the "Property") as tenant in common in
the Entire Property.
3.PURCHASE PRICE. The Purchase Price for this percentage
interest in the Entire Property is as set forth on the
Purchase Agreement Data Sheet, to be paid all cash is
$4,001,500.
4.TERMS. Buyer will deposit the Purchase Price into escrow in
sufficient time to allow escrow to close on the Closing Date.
5.CLOSING DATE. Escrow shall close on or before the Closing
Date.
6.DUE DILIGENCE. Buyer will have until the expiration of the
fifteenth business day (the "Review Period") after delivery of
each of following items, to be supplied by Seller, to conduct
all of its inspections and due diligence and satisfy itself
regarding each item, the Property, and this transaction.
Buyer agrees to indemnify and hold Seller harmless for any
loss or damage to the Entire Property or persons caused by
Buyer or its agents arising out of such physical inspections
of the Entire Property.
(a) One copy of a title insurance commitment for an Owner's
Title insurance policy (see Paragraph 9 below).
(b) A copy of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) A copy of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property,
upon request.
(d) Lease (as further set forth in Paragraph 11(a)(i)
below) of the Entire Property showing occupancy date, lease
expiration date, rent, and Guarantys, if any, accompanied by
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
such tenant financial statements as may have been provided
most recently to Seller by the Tenant and/or Guarantors.
Buyer may cancel this Agreement for ANY REASON in its sole
discretion by delivering a cancellation notice, return receipt
requested, to Seller and escrow holder before the expiration
of the Review Period. Such notice shall be deemed effective
only upon receipt by Seller.
If Buyer cancels this Agreement as permitted under this
Section, except for any escrow cancellation fees and any
liabilities under the first paragraph of Section 7 of this
Agreement (which will survive), Buyer (after execution of such
documents reasonably requested by Seller to evidence the
termination hereof) will have absolutely no rights, claims or
interest of any type in connection with the Property or this
transaction, regardless of any alleged conduct by Seller or
anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to pay the Purchase Price, Buyer
irrevocably will be deemed to be in default under this
Agreement. Seller may, at its option, declare this Agreement
null and void, in which event Buyer will be deemed to have
canceled this Agreement and relinquish all rights in and to
the Property or Seller may exercise its rights under Section
14 hereof. If this Agreement is not canceled and the Purchase
Price is paid when required, all of Buyer's conditions and
contingencies will be deemed satisfied.
7.TITLE. Closing will be conditioned upon the agreement of a
title company selected by Seller to issue a Standard Owners
Title Insurance Policy, dated as of the close of escrow, in an
amount equal to the Purchase Price, insuring that Buyer will
own insurable title to the Property subject only to: the title
company's standard exceptions; current real property taxes and
assessments; survey exceptions; the rights of parties in
possession pursuant to the lease defined in Paragraph 11
below; all matters of public record; and other items disclosed
to Buyer during the Review Period.
Buyer shall be allowed five (5) business days after receipt of
said commitment for examination and the making of any
objections to marketability thereto, said objections to be
made to Seller in writing or deemed waived. If any objections
are so made, the Seller shall be allowed eighty (80) days to
make such title marketable or in the alternative to obtain a
commitment for insurable title insuring over Buyer's
objections. If Seller shall decide to make no efforts to make
title marketable, or is unable to make title marketable or
obtain insurable title, (after execution by Buyer of such
documents reasonably requested by Seller to evidence the
termination hereof) this Agreement shall be null and void and
of no further force and effect. Seller has no obligation to
spend any funds or make any effort to satisfy Buyer's
objections, if any.
Pending satisfaction of Buyer's objections, the payments
hereunder required shall be postponed, but upon satisfaction
of Buyer's objections and within ten (10) days after written
notice of satisfaction of Buyer's objections to the Buyer, the
parties shall perform this Agreement according to its terms.
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
8.CLOSING COSTS. Buyer shall pay up to 1.5 percent of the
Purchase Price toward closing costs, which shall include
escrow fees, all recording fees, transfer taxes and clerk's
fees imposed upon the recording of the deed, the cost of the
title commitment, the cost of an update to the Survey in
Sellers possession (if an update is required by Buyer), and
the cost of issuing a Standard Owners Title Insurance Policy
in the full amount of the purchase price, if Buyer shall
decide to purchase the same. Seller shall pay any Closing
Costs in excess of 1.5 percent of the Purchase Price, and any
brokerage commissions payable. Each party will pay its own
attorney's fees, accounting, financial planning, inspection or
other transaction-related costs to document and close this
transaction.
9. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.
(a) Because the Entire Property (of which the Property is a
part) is subject to a net lease (as further set forth in
Paragraph 11(a)(i)), the parties acknowledge that there
shall be no need for a real estate tax proration. However,
Seller represents that to the best of its knowledge, all
real estate taxes and installments of special assessments
due and payable in all years prior to the year of Closing
have been paid in full. Unpaid real estate taxes and unpaid
levied and pending special assessments existing on the date
of Closing shall be the responsibility of Buyer and Seller
in proportion to their respective Tenant in Common
interests, pro-rated, however, to the date of Closing for
the period prior to Closing, which shall be the
responsibility of Seller if Tenant shall not pay the same.
Seller and Buyer shall likewise pay all taxes due and
payable in the year after Closing and any unpaid
installments of special assessments payable therewith and
thereafter, if such unpaid levied and pending special
assessments and real estate taxes are not paid by any tenant
of the Entire Property. As a result of this transaction, the
School Board may file a complaint to raise taxes back to
January 1 of the current year to reflect the new value on
the whole 100% interest.
(b) All income and all operating expenses from the Entire
Property shall be prorated between the parties and adjusted
by them as of the date of Closing. Seller shall be entitled
to all income earned and shall be responsible for all
expenses incurred prior to the date of Closing, and Buyer
shall be entitled to its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire Property incurred on
and after the date of Closing.
10. SELLER'S REPRESENTATION AND AGREEMENTS.
(a) Seller represents and warrants as of this date that:
(i) Except for the Lease Agreement (as set forth in the Purchase
Agreement Data Sheet) Seller is not aware of any leases of the
Property.
(ii) It is not aware of any pending litigation or condemnation
proceedings against the Property or Seller's interest in the
Property.
(iii) Except as previously disclosed to Buyer and as
permitted in Paragraph (b) below, Seller is not aware of any
contracts Seller has executed that would be binding on Buyer
after the Closing Date. Provided, however, to the extent the
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
Lease Agreement of the Entire Property as set forth on the
Purchase Agreement Data Sheet contains any right of first refusal
in favor of the Lessee as set forth in the Lease Agreement, which
right, if any, shall apply to any attempted disposition of the
Property by Buyer after this transaction. Buyer's ability to
purchase the Property may be subject to receipt by Seller of a
waiver of first right of refusal from Lessee. If such waiver is
required, this waiver must be signed by the Lessee and received
by Seller prior to the close of escrow. If Seller cannot obtain
the waiver, this Agreement shall become null and void and neither
party shall have any liability to the other.
(b) Provided that Buyer performs its obligations when
required, Seller agrees that it will not enter into any new
contracts that would materially affect the Property and be
binding upon Buyer after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
11. DISCLOSURES.
(a) Seller has not received any notice of any material,
physical, or mechanical defects of the Entire Property,
including without limitation, the plumbing, heating, air
conditioning, ventilating or electrical system. To the best
of Seller's knowledge without inquiry, all such items are in
good operating condition and repair and in compliance with
all applicable governmental, zoning, and land use laws,
ordinances, regulations and requirements. If Seller shall
receive any notice to the contrary prior to Closing, Seller
will inform Buyer prior to Closing.
(b) Seller has not received any notice that the use and
operation of the Entire Property is not in full compliance
with applicable building codes, safety, fire, zoning, and
land use laws, and other applicable local, state and federal
laws, ordinances, regulations and requirements. If Seller
shall receive any notice to the contrary prior to Closing,
Seller will inform Buyer prior to Closing.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent the Tenant from using and operating the Entire
Property after the Closing in the manner in which the Entire
Property has been used and operated prior to the date of
this Agreement. If Seller shall receive any notice to the
contrary prior to Closing, Seller will inform Buyer prior to
Closing.
(d) Seller has not received any notice that the Entire
Property is in violation of any federal, state or local law,
ordinance, or regulations relating to industrial hygiene or
the environmental conditions on, under, or about the Entire
Property, including, but not limited to, soil, and
groundwater conditions. To the best of Seller's knowledge,
there is no proceeding or inquiry by any governmental
authority with respect to the presence of hazardous
materials on the Entire Property or the migration of
hazardous materials from or to other property. Buyer agrees
that Seller will have no liability of any type to Buyer or
Buyer's successors, assigns, or affiliates in connection
with any hazardous materials on or in connection with the
Entire Property either before or after the Closing Date,
except such hazardous materials on or in connection with the
Entire Property arising out of Seller's gross negligence or
intentional misconduct. If Seller shall receive any notice
to the contrary prior to Closing, Seller will inform Buyer
prior to Closing.
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
(e) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY
IN ITS PRESENT CONDITION, AS IS, WHERE IS, AND THAT SELLER
HAS NO OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
THEREON OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
(f) BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
TO INSPECT THE ENTIRE PROPERTY AND SUCH FINANCIAL INFORMATION ON
THE LESSEE AND ANY GUARANTORS OF THE LEASE AS BUYER OR ITS
ADVISORS SHALL REQUEST, IF IN SELLER'S POSSESSION, BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT
ON ANY INFORMATION PROVIDED BY SELLER OR TO BE PROVIDED EXCEPT AS
SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES THAT THE
INFORMATION PROVIDED AND TO BE PROVIDED BY SELLER WITH RESPECT TO
THE PROPERTY, THE ENTIRE PROPERTY AND TO THE LESSEE AND ANY
GUARANTORS OF LEASE WAS OBTAINED FROM A VARIETY OF SOURCES AND
SELLER NEITHER (A) HAS MADE INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION, NOR (B) MAKES ANY
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION EXCEPT AS SET FORTH HEREIN. THE SALE OF THE PROPERTY
AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS AND BUYER
EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS
OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED IN PARAGRAPH
11(A) AND (B) ABOVE AND THIS PARAGRAPH 12, SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, TENANTABILITY, SUITABILITY FOR
COMMERCIAL PURPOSES, MERCHANTABILITY, PROFITABILITY, OR FITNESS
FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY. SELLER
MAKES NO REPRESENTATIONS OF ANY SORT THAT OWNERSHIP OF THE ENTIRE
PROPERTY OR OWNERSHIP OF AN INTEREST IN THE PROPERTY WILL RESULT
IN A PROFIT TO ANY BUYER.
(g) BUYER ACKNOWLEDGES THAT SELLER CANNOT, AND DOES NOT, MAKE
ANY REPRESENTATION AS TO (A) THE SUCCESS, OR LACK THEREOF, OF THE
ENTIRE PROPERTY, THE OWNERSHIP OF THE ENTIRE PROPERTY OR
OWNERSHIP OF AN INTEREST IN THE PROPERTY, (B) THE LESSEE AND ANY
GUARANTORS OF THE LEASE OR THEIR ABILITY TO FULFILL THEIR LEASE
OBLIGATIONS, OR (C) THE APPROPRIATENESS OF PURCHASING THE ENTIRE
PROPERTY OR AN INTEREST IN THE PROPERTY FOR THE BUYER'S
INDIVIDUAL TAX OR FINANCIAL SITUATION OR TAX OR FINANCIAL
OBJECTIVES. BUYER ACKNOWLEDGES THAT HE OR SHE IS RELYING SOLELY
UPON HIS OR HER OWN EXAMINATION OF THE ENTIRE PROPERTY, THE
OWNERSHIP OF THE ENTIRE PROPERTY OR PURCHASE OF AN INTEREST IN
THE PROPERTY, AND ALL FACTS SURROUNDING THE PURCHASE OF THE
ENTIRE PROPERTY OR THE PURCHASE OF AN INTEREST IN THE PROPERTY
INCLUDING THE MERITS AND RISKS INVOLVED THEREIN.
The provisions (d) - (g) above shall survive Closing.
12. CLOSING.
(a) Before the Closing Date, Seller will deposit into
escrow an executed special warranty deed warranting title
against lawful claims by, through, or under a conveyance
from Seller, but not further or otherwise, conveying
insurable title of the Property to Buyer, subject to the
exceptions contained in Paragraph 8 above.
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
(b) On or before the Closing Date, Buyer will deposit into
escrow: the Purchase Price when required under Section 5;
any additional funds required of Buyer, (pursuant to this
Agreement or any other agreement executed by Buyer) to close
escrow. Both parties will sign and deliver the Co-Tenancy
Ownership Covenants and Co-Tenancy Administration Agreement,
and deliver to the escrow holder any other documents
reasonably required by the escrow holder to close escrow.
(c) On the Closing Date, if escrow is in a position to
close, the escrow holder will: record the deed in the
official records of the county where the Property is
located; cause the title company to commit to issue the
title policy; immediately deliver to Seller the portion of
the Purchase Price deposited into escrow by cashier's check
or wire transfer (less debits and prorations, if any);
deliver to Seller and Buyer a signed counterpart of the
escrow holder's certified closing statement and take all
other actions necessary to close escrow.
13. DEFAULTS. If Buyer defaults, Buyer will forfeit all
rights and claims and Seller will be relieved of all
obligations and will be entitled to retain all monies
heretofore paid by the Buyer. In addition, Seller shall
retain all remedies available to Seller at law or in equity.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any
other claim, action or proceeding of any type in connection
with the Property or this or any other transaction involving
the Property, and will not do anything to affect title to the
Property or hinder, delay or prevent any other sale, lease or
other transaction involving the Property (any and all of which
will be null and void), unless: it has deposited the Purchase
Price into escrow, performed all of its other obligations and
satisfied all conditions under this Agreement, and
unconditionally notified Seller that it stands ready to tender
full performance, purchase the Property and close escrow as
per this Agreement, regardless of any alleged default or
misconduct by Seller. Provided, however, that in no event
shall Seller be liable for any actual, punitive, consequential
or speculative damages arising out of any default by Seller
hereunder.
14. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents
and warrants to Seller as follows:
(a) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by
Buyer, Buyer shall perform, execute and deliver or cause to
be performed, executed, and delivered at the Closing or
after the Closing, any and all further acts, deeds and
assurances as Seller or the title company may require and be
reasonable in order to consummate the transactions
contemplated herein.
(b) Buyer has all requisite power and authority to
consummate the transaction contemplated by this Agreement
and has by proper proceedings duly authorized the execution
and delivery of this Agreement and the consummation of the
transaction contemplated hereby.
(c) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in
conflict with (a) any applicable provisions of law, (b) any
order of any court or other agency of government having
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
jurisdiction hereof, or (c) any agreement or instrument to
which Buyer is a party or by which Buyer is bound.
15. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.
(a) If, prior to Closing, the Property or any part thereof
be destroyed or further damaged by fire, the elements, or
any cause, due to events occurring subsequent to the date of
this Agreement to the extent that the cost of repair exceeds
$10,000.00, this Agreement shall become null and void, at
Buyer's option exercised, if at all, by written notice to
Seller within ten (10) days after Buyer has received written
notice from Seller of said destruction or damage. Seller,
however, shall have the right to adjust or settle any
insured loss until (i) all contingencies set forth in
Paragraph 7 hereof have been satisfied, or waived; and (ii)
any ten-day period provided for above in this Subparagraph
16a for Buyer to elect to terminate this Agreement has
expired or Buyer has, by written notice to Seller, waived
Buyer's right to terminate this Agreement. If Buyer elects
to proceed and to consummate the purchase despite said
damage or destruction, there shall be no reduction in or
abatement of the Purchase Price, and Seller shall assign to
Buyer the Seller's right, title, and interest in and to all
insurance proceeds (pro-rata in relation to the Entire
Property) resulting from said damage or destruction to the
extent that the same are payable with respect to damage to
the Property, subject to rights of any Tenant of the Entire
Property.
If the cost of repair is less than $10,000.00, Buyer shall
be obligated to otherwise perform hereinunder with no
adjustment to the Purchase Price, reduction or abatement,
and Seller shall assign Seller's right, title and interest
in and to all insurance proceeds pro-rata in relation to the
Entire Property, subject to rights of any Tenant of the
Entire Property.
(b) If, prior to Closing, the Property, or any part
thereof, is taken by eminent domain, this Agreement shall
become null and void, at Buyer's option. If Buyer elects to
proceed and to consummate the purchase despite said taking,
there shall be no reduction in, or abatement of, the
Purchase Price, and Seller shall assign to Buyer the
Seller's right, title, and interest in and to any award
made, or to be made, in the condemnation proceeding pro-rata
in relation to the Entire Property, subject to rights of any
Tenant of the Entire Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, Buyer agrees to
execute such documents reasonably requested by Seller to
evidence the termination hereof.
16. BUYER'S 1031 TAX FREE EXCHANGE. While Seller
acknowledges that Buyer is purchasing the Property as
"replacement property" to accomplish a tax free exchange,
Buyer acknowledges that Seller has made no representations,
warranties, or agreements to Buyer or Buyer's agents that the
transaction contemplated by the Agreement will qualify for
such tax treatment, nor has there been any reliance thereon by
Buyer respecting the legal or tax implications of the
transactions contemplated hereby. Buyer further represents
that it has sought and obtained such third party advice and
counsel as it deems necessary in regards to the tax
implications of this transaction.
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
Buyer wishes to novate/assign the ownership rights and
interest of this Purchase Agreement to an Accommodator to
perfect the 1031 exchange by preparing an agreement of
exchange of Real Property whereby the Accommodator will be an
independent third party purchasing the ownership interest in
subject Property from Seller and selling the ownership
interest in subject Property to Buyer under the same terms and
conditions as documented in this Purchase Agreement. Buyer
asks the Seller, and Seller agrees to cooperate in the
perfection of such an exchange if at no additional cost or
expense to Seller or delay in time. Buyer hereby indemnifies
and holds Seller harmless from any claims and/or actions
resulting from said exchange. Pursuant to the direction of
Accommodator, Seller will deed the property to Buyer.
17. CANCELLATION. If any party elects to cancel this
Contract because of any breach by another party or because
escrow fails to close by the agreed date, the party electing
to cancel shall deliver to the escrow agent a notice
containing the address of the party in breach and stating that
this Contract shall be cancelled unless the breach is cured
within 13 days following the delivery of the notice to the
escrow agent. Within three days after receipt of such notice,
the escrow agent shall send it by United States Mail to the
party in breach at the address contained in the notice and no
further notice shall be required. If the breach is not cured
within the 13 days following the delivery of the notice to the
escrow agent, this Contract shall be cancelled.
18. MISCELLANEOUS.
(a) This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the
essence. This Agreement will not be construed for or
against a party whether or not that party has drafted this
Agreement. If there is any action or proceeding between the
parties relating to this Agreement the prevailing party will
be entitled to recover attorney's fees and costs. This is
an integrated agreement containing all agreements of the
parties about the Property and the other matters described,
and it supersedes any other agreements or understandings.
Exhibits and Data Sheet attached to this Agreement are
incorporated into this Agreement.
(b) If this escrow has not closed by the Closing Date,
through no fault of Seller, Seller may either, at its
election, extend the Closing Date or exercise any remedy
available to it by law, including terminating this
Agreement.
(c) Funds to be deposited or paid by Buyer must be good and
clear funds in the form of cash, cashier's checks or wire
transfers.
(d) All notices from either of the parties hereto to the
other shall be in writing and shall be considered to have
been duly given or served if sent by first class certified
mail, return receipt requested, postage prepaid, or by a
nationally recognized courier service guaranteeing overnight
delivery to the party at his or its address set forth on the
Purchase Agreement Data Sheet, or to such other address as
such party may hereafter designate by written notice to the
other party.
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
When accepted, this offer will be a binding agreement for valid
and sufficient consideration which will bind and benefit Buyer,
Seller and their respective successors and assigns. Buyer is
submitting this offer by signing a copy of this offer and
delivering it to Seller. Seller has five (5) business days from
receipt within which to accept this offer.
This Agreement shall be governed by, and interpreted in
accordance with, the laws of the state where the Entire Property
is situate.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Xxxxxxxx'x Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the Effective Date set forth on the
Purchase Agreement Data Sheet attached hereto and incorporated
herein by reference.
SELLER:
AEI Real Estate Fund XVIII Limited Partnership
By: AEI Fund Management XVIII, Inc.
Its: Corporate General Partner
By: /s/ XXXXXX X XXXXXXX
Xxxxxx X. Xxxxxxx, its President
WITNESS:
/s/ M XXXXXXXXX
(Witness Signature)
Xxxxx Xxxxxxxxx
(Print Name)
00 X Xxxxxxx Xx Xxxxx 0000
(Print Address)
St. Xxxx, MN 55101
SELLER:
AEI Net Lease Income & Growth
Fund XIX Limited Partnership
By: AEI Fund Management XIX, Inc.
Its: Corporate General Partner
By:/s/ XXXXXX X XXXXXXX
Xxxxxx X. Xxxxxxx, its President
WITNESS:
/s/ M XXXXXXXXX
(Witness Signature)
Xxxxx Xxxxxxxxx
(Print Name)
00 X Xxxxxxx Xx Xxxxx 0000
(Print Address)
Xx. Xxxx, XX 00000
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
BUYER:
KOE LLC
By: /s/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Managing Member
WITNESS:
/s/ XXXXXXXXXXX X XXXXX
(Witness Signature)
Xxxxxxxxxxx X Xxxxx
(Print Name)
0000 Xxxxxxxxxx Xxxx X
(Xxxxx Xxxxxxx)
Xxxxx Xxxxx, XX 00000
KOE LLC
By: /s/ XXXXX XXXXXXXX
Xxxxx Xxxxxxxx, Managing Member
WITNESS:
/s/ XXXXXXXXXXX X XXXXX
(Witness Signature)
Xxxxxxxxxxx X Xxxxx
(Print Name)
0000 Xxxxxxxxxx Xxxx X
(Xxxxx Xxxxxxx)
Xxxxx Xxxxx, XX 00000
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
Purchase Agreement Data Sheet
The following terms are to be incorporated by reference into that
certain Purchase Agreement between the herein defined Buyer and
Seller to which this Data Sheet is attached.
Effective Date of Purchase Agreement: October 19, 2005
Property Name & Street Address: Applebee's Neighborhood Grill & Bar
0000 Xxxx Xxxx
Xxxx, Xxxx 00000
Seller's Name and Address for AEI Real Estate Fund XVIII
Purposes of Notice: Limited Partnership
AEI Net Lease Income & Growth
Fund XIX Limited Partnership
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx
0000
Xx. Xxxx, XX 00000
Seller's Undivided Percentage Fund XVIII - 50.000%
Ownership Interest: Fund XIX - 50.000%
Buyer's Name and Address for KOE LLC
Purposes of Notice: Xxxxxx Xxxxxxxx, Managing Member
Xxxxx Xxxxxxxx, Managing Member
0000 Xxxxx Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Buyer's Percentage Undivided Ownership
Interest being Purchased: 100.000%
Purchase Price: $ 4,001,500
Closing Date: November 11, 2005
Lease Agreement: Lease between PRECO II CRIC
LLC (as "Landlord") and APPLE
OHIO LLC (as "Tenant") dated
October 21, 2003; that
Guaranty dated October 21,
2003; that Memorandum of Lease
dated October 21, 2003; that
Landlord Agreement dated
October 21, 2003; that Letter
dated October 23, 2003
evidencing the commencement
date; that Open-End Leasehold
Mortgage, Security Agreement,
Financing Statement,
Assignment of Rents and leases
and Fixture Filing dated
October 23, 2003; that Letter
dated October 23, 2003 as
notification of Agent's
address; that Assignment and
Assumption of Lease dated
April 30, 2004 assigning
Landlord's interest to AEI
Real Estate Fund XVIII Limited
Partnership and AEI Net Lease
Income & Growth Fund XIX
Limited Partnership; that
Tenant Estoppel Certificated
dated April 27, 2004 and that
Consent Agreement dated April
30, 2004.
The above-referenced lease
includes a right of first
refusal in favor of the Tenant
as set forth in Article 21 of
said lease, which right will
apply to any attempted
disposition of Property by
Buyer after this transaction.
Accommodator Name & Address:
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
EXHIBIT A
Legal Description for Property
SITUATED IN THE CITY OF STOW, COUNTY OF SUMMIT AND STATE OF OHIO
AND KNOWN AS BEING PART OF LOT 29 OF THE ORIGINAL STOW TOWNSHIP
AND MORE FULLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT AT THE SOUTHWEST CORNER OF SAID LOT 29;
THENCE NORTH 04 DEG. 19' 45" WEST ALONG THE WESTERLY LINE OF SAID
LOT 29 A DISTANCE OF 1640.28 FEET TO A POINT; THENCE NORTH 85
DEG. 40' 15" EAST A DISTANCE OF 283.01 FEET TO A POINT; THENCE
NORTH 04 DEG. 19' 45" WEST A DISTANCE OF 196.18 FEET TO A POINT;
THENCE SOUTH 82 DEG. 17' 00" XXXX XXXXX XXX XXXXXXXXX XXXX XX
XXXX XXXX (S.R. 59) A DISTANCE OF 42.96 FEET TO A POINT; THENCE
SOUTH 85 DEG. 05' 10" EAST ALONG THE SOUTHERLY LINE OF SAID KENT
ROAD A DISTANCE OF 491.88 FEET TO A POINT; THENCE SOUTH 81 DEG.
28' 35" EAST ALONG THE SOUTHERLY LINE OF SAID KENT ROAD A
DISTANCE OF 144.50 FEET TO A POINT; THENCE SOUTH 82 DEG. 03' 43"
EAST ALONG THE SOUTHERLY LINE OF SAID KENT ROAD A DISTANCE OF
37.88 FEET TO A P.K. NAIL, WHICH IS THE TRUE PLACE OF BEGINNING
FOR THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUING SOUTH
82 DEG. 03' 43" EAST ALONG THE SOUTHERLY LINE OF SAID KENT ROAD A
DISTANCE OF 73.30 FEET TO A 5/8" CAPPED REBAR (X.X. XXXXXXX 5960)
SET AT A POINT OF CURVATURE; THENCE ALONG THE ARC OF A CIRCLE
CURVING TO THE LEFT HAVING A CENTRAL ANGLE OF 01 DEG. 18' 12" A
RADIUS OF 2822.04 FEET, A TANGENT OF 32.10 FEET, A CHORD OF 64.19
FEET, A CHORD BEARING SOUTH 81 DEG. 10' 12" EAST, AND AN ARC
LENGTH OF 64.19 FEET TO A DRILL HOLE SET; THENCE SOUTH 09 DEG.
16' 55" WEST A DISTANCE OF 1.58 FEET TO A 5/8" CAPPED REBAR (X.
X. XXXXXXX 5960) SET; THENCE SOUTH 78 DEG. 37' 30" EAST ALONG THE
SOUTHERLY LINE OF SAID KENT ROAD A DISTANCE OF 12.47 FEET TO A
5/8" REBAR FOUND; THENCE NORTH 04 DEG. 47' 30" WEST A DISTANCE OF
1.04 FEET TO A DRILL HOLE SET; THENCE SOUTH 78 DEG. 37' 30" EAST
ALONG THE SOUTHERLY LINE OF SAID KENT ROAD A DISTANCE OF 60.08
FEET TO A POINT; THENCE SOUTH 04 DEG. 07' 15" EAST A DISTANCE OF
237.40 FEET TO A 5/8" CAPPED REBAR (X.X. XXXXXXX 5960) SET;
THENCE SOUTH 85 DEG. 52' 45" WEST A DISTANCE OF 207.91 FEET TO A
5/8" CAPPED REBAR (X.X. XXXXXXX 5960) SET; THENCE NORTH 03 DEG.
17' 38" WEST A DISTANCE OF 287.10 FEET TO A P.K. NAIL, WHICH IS
THE TRUE PLACE OF BEGINNING, AND CONTAINING 1.2470 ACRES OF LAND,
MORE OR LESS, AS SURVEYED IN APRIL 2004 BY XXXXX X. XXXXXXX,
REGISTERED SURVEYOR NO. 7790 WITH GBC DESIGN, INC.
TOGETHER WITH THE EASEMENT RIGHTS CONTAINED IN THE OPERATION AND
EASEMENT AGREEMENT BETWEEN XXXXXX XXXXXX CORPORATION AND
DEVELOPERS DIVERSIFIED REALTY CORPORATION FILED JULY 21, 1994 IN
VOLUME OR 1721 PAGE 5 SUMMIT COUNTY RECORDS, AS AMENDED BY FIRST
AMENDMENT FILED APRIL 18, 1996 IN VOLUME OR 2156, PAGE 0000
XXXXXX XXXXXX XXXXXXX.
XXXXXX XX. 00-00000
COMMONLY KNOWN AS: 0000 XXXX XXXX, XXXX, XX
Buyer Initial: /s/ RE Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC
