AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this 17th
day of October, 1996 by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser"), and 000 XXXXXXXXXX XXXXXX LIMITED PARTNERSHIP, an
Illinois limited partnership ("Seller").
RECITALS:
A. Seller and Purchaser have entered into a certain Agreement of Sale
dated as of the date of this Agreement (the "Sale Agreement") relating to the
property commonly known as the Providence Square Apartments located in
Charlotte, North Carolina (the "Property").
B. Seller desires to sell, convey and transfer to Purchaser all of
Seller's right, title and interest in, to and under all of the personal
property owned by Seller currently located on the Property and described on
Exhibit A attached hereto (collectively the "Personalty"), and in consideration
therefor, Purchaser has agreed to pay a certain sum to Seller as set forth
below.
C. The parties have agreed that for purposes of the Agreement, the
purchase price for the Personalty is Five Million and 00/100 Dollars
($5,000,000.00) (the "Purchase Price").
NOW, THEREFORE, in consideration of the mutual covenants set forth below,
and for other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Seller and Purchaser covenant and
agree as follows:
1. The foregoing recitals are incorporated herein and made a part of
this Agreement as though fully set forth herein.
2. In consideration for the Purchase Price, Seller shall sell, assign,
transfer and convey to Purchaser by a special warranty xxxx of sale in the form
of Exhibit B attached hereto all of Seller's right, title and interest in, to
and under the Personalty. Simultaneously therewith, Purchaser shall pay to
Seller the Purchase Price by federally wired "immediately available" funds.
3. Purchaser acknowledges and agrees that except with respect to the
representations and warranties contained herein, it will be purchasing the
Personalty based solely upon its inspections and investigations of the
Personalty, and that Purchaser will be purchasing the Personalty "AS IS" and
"WITH ALL FAULTS", based upon the condition of the Personalty as of the date of
this Agreement, wear and tear and loss by fire or other casualty or
condemnation excepted. Without limiting the foregoing, Purchaser acknowledges
that except as may otherwise be specifically set forth elsewhere in this
Agreement, neither Seller nor its consultants, brokers or agents have made any
representations or warranties of any kind upon which Purchaser is relying as to
any matters concerning the Personalty.
4. In order to induce Purchaser to purchase the Personalty, Seller
hereby represents and warrants to Purchaser as follows:
a. Seller is an Illinois limited partnership duly organized,
validly existing and in good standing under the laws of the State of Illinois,
and has all requisite corporate power and authority to enter into this
Agreement, to carry out its terms and to sell and convey the Personalty to
Purchaser.
b. On or before the closing date, all corporate and other action
required to be taken by Seller to authorize the execution and delivery of this
Agreement and to carry out the transaction contemplated hereunder will have
been duly and properly taken.
c. The execution, delivery and performance of this Agreement will
not violate any order of any court or other governmental agency by which Seller
is bound nor any other agreement to which Seller is a party or by which the
Personalty is bound.
d. As of the date of this Agreement, Seller is not obligated under
any other agreement or commitment to sell the Personalty to any third party.
5. The conveyance of the Personalty as described above shall occur
through the "Title Insurer" on the "Closing Date" as said terms are defined in
the Sale Agreement simultaneously with the closing under the Sale Agreement.
In the event that the Sale Agreement is terminated in accordance with the terms
thereof, this Agreement shall become null and void and of no effect and the
parties shall have no further liability to each other at law or in equity,
except as otherwise provided in the Sale Agreement.
6. Any reference herein to Seller's knowledge or notice of any matter or
thing shall only mean such knowledge or notice that has actually been received
by Xxxxx Xxxxxxxxx or Xxxxxxx Xxxxxx (collectively "Seller's Representative"),
and any representation or warranty of Seller is based upon those matters of
which Seller's Representative has actual knowledge. Any knowledge or notice
given, had or received by any of Seller's agents, servants or employees shall
not be imputed to Seller, the general partner or limited partners of Seller,
the subpartners of the general partner or limited partners of Seller or
Seller's Representative.
7. Except as otherwise set forth in the Sale Agreement and in this
Agreement, Seller makes no representation or warranty, either express or
implied, with respect to the condition of the Personalty.
8. This Agreement shall be binding upon the parties hereto and their
respective officers, directors, partners, heirs, successors and assigns.
9. This Agreement shall be governed by and construed under the laws of
the State of Illinois.
10. This Agreement and the Sale Agreement, the terms of which are
incorporated herein by reference, embody the entire understanding of the
parties, and all other representations and agreements with respect to the
Personalty, whether oral or in writing, have been merged into and replaced by
this Agreement.
11. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and
the same instrument.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed as of the date and place first above written.
PURCHASER SELLER
GROUP ONE INVESTMENTS, INC., 000 XXXXXXXXXX XXXXXX LIMITED
an Illinois corporation PARTNERSHIP, an Illinois limited
partnership
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxx Name:
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Its: President Its:
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