EX 99.4
UNITED STATES OF AMERICA * BILL OF SALE
*
COMMONWEALTH OF _______________ * BY
*
COUNTY OF _______________ * 402 XXXXX STREET ASSOCIATES
* LIMITED PARTNERSHIP
*
* TO
*
* THE LOFTS PARTNERS, L.L.C.
*
BE IT KNOWN, that on the dates, at the places, in the presence of the
witnesses and Notaries Public hereinafter named and undersigned:
PERSONALLY CAME AND APPEARED:
000 XXXXX XXXXXX XXXXXXXXXX LIMITED PARTNERSHIP, a Delaware limited
partnership in good standing, organized and existing under the laws of the
State of Delaware, and authorized to do business in the State of Louisiana,
domiciled in Boston, Massachusetts, through its General Partners (a)
Historic Preservation Properties 1989 Limited Partnership, a Delaware
limited partnership in good standing, organized and existing under the laws
of the State of Delaware, herein represented by its General Partner, Boston
Historic Partners Limited Partnership, a Massachusetts limited partnership
in good standing, organized and existing under the laws of the State of
Massachusetts, herein represented by its General Partner, Portfolio
Advisory Services, Inc., a Massachusetts corporation, pursuant to a
Resolution, an original of which is annexed hereto and made a part hereof,
dated February _____, 2006, represented by Xxxxxxxx X. Xxxxxxxx, its
President; (b) Xxxxx X. Xxxxxxx, a person of the full age of majority and a
resident of Orleans Parish, Louisiana, and (c) X. Xxxxx Xxxx, a person of
the full age of majority and a resident of Orleans Parish, Louisiana;
Mailing Address: 00 Xxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
Taxpayer ID No.: 00-0000000
(the "Seller");
AND
THE LOFTS PARTNERS, L.L.C. (TIN 00-0000000), a Louisiana limited liability
company, organized pursuant to Articles of Organization dated February 16,
2006, and filed with the Louisiana Secretary of State on February 16, 2006,
having a mailing address of 000 Xxxxx Xxxxxx, Xxxxx X, Xxx Xxxxxxx,
Xxxxxxxxx 00000, represented herein by its Manager, Monarch Real Estate
Advisors, Inc. through its officers, Xxxxxx X. Xxxxxxxx, Xx., President and
Xxxxxx X. Xxxx, Vice President/Secretary, duly authorized pursuant to the
L.L.C. Certificate and Consent annexed hereto as Exhibit C;
(the "Purchaser").
Seller hereby declares that Seller has sold and delivered, and does by
these presents, grant, bargain, sell, assign, transfer, set over, and deliver,
without any express or implied warranties, even
as to title and without any obligation to return any portion of the
consideration or purchase price, except with full warranty that Seller has not
heretofore conveyed all or any part of the following described property, nor
allowed any encumbrances to be filed against all or any part of the same, but
with full substitution and subrogation in and to all the rights and actions of
warranty against all preceding owners and sellers, unto Purchaser here present,
who accepts, all and singular, and acknowledges that there has been duly
delivered to Purchaser, all of the movable property related to, and used in
connection with, the property known as The Lofts Condominiums (the "Immovable
Property"), including, but not limited to, the movable property described on
Exhibit D and made part hereof (the "Movable Property"). The Immovable Property
is described on Exhibit E attached hereto and made part hereof.
TO HAVE AND TO HOLD the Movable Property unto Purchaser, its heirs,
successors and assigns, forever. SELLER HEREBY EXPRESSLY DISCLAIMS ANY
WARRANTIES AS TO MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE MOVABLE
PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE MOVABLE
PROPERTY AND ACCEPTS SAME IN THEIR PRESENT CONDITION, "AS IT" AND "WITH ALL
FAULTS." SELLER DOES NOT WARRANT THAT THE MOVABLE PROPERTY IS FREE FROM LATENT
OR REDHIBITORY DEFECTS OR VICES AND BUYER HEREBY RELEASES SELLER OF ANY
LIABILITY FOR LATENT OR REDHIBITORY DEFECTS OR VICES UNDER LOUISIANA CIVIL CODE
ARITLES 2520 THROUGH 2548. PURCHASER HEREBY WAIVES THE WARRANTY IMPOSED BY
LOUISIANA CIVIL CODE ARTICLE 2475.
This sale is made for and in consideration of the consideration paid by
Purchaser to Seller in conjunction with that certain Act of Cash Sale of
Property dated of even date herewith between Seller and Purchaser of Seller's
rights in and to the Immovable Property for which Seller acknowledges the
receipt and sufficiency thereof and grants full acquittance and discharge
therefor.
And Xxxxxx, being duly sworn, declared that it owes nothing on the Movable
Property, having paid its seller for same, knows of no liens or encumbrances
thereon, and has not heretofore alienated same.
(SIGNATURES ON NEXT PAGES)
THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
County/Parish of _______________, State of ________________, in my presence and
in the presence of the undersigned competent witnesses, who have hereunto signed
their names with the said appearer and me, Notary, after reading of the whole.
WITNESSES: 000 XXXXX XXXXXX ASSOCIATES LIMITED
PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP
BY ITS GENERAL PARTNERS:
/s/ Illegible
------------------------------------- HISTORIC PRESERVATION PROPERTIES 1989
Print Name: Illegible LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
/s/ XXXXXXX XXXXXXX
------------------------------------- BY: BOSTON HISTORIC PARTNERS LIMITED
Print Name: XXXXXXX XXXXXXX PARTNERSHIP, ITS GENERAL PARTNER
BY: PORTFOLIO ADVISORY SERVICES,
INC., ITS GENERAL PARTNER
BY: /s/ XXXXXXXX X. XXXXXXXX
------------------------------------
XXXXXXXX X. XXXXXXXX,
PRESIDENT
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES 8/10/2012
(SEAL)
NOTE: NOTARY CANNOT BE A WITNESS
THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
Parish of Orleans, State of Louisiana, in my presence and in the presence of the
undersigned competent witnesses, who have hereunto signed their names with the
said appearer and me, Notary, after reading of the whole.
WITNESSES: 000 XXXXX XXXXXX ASSOCIATES LIMITED
PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP
BY ITS GENERAL PARTNERS:
------------------------------------- ----------------------------------------
PRINT NAME: XXXXX X. XXXXXXX
------------------------------------- ----------------------------------------
PRINT NAME: X. XXXXX XXXX
----------------------------------------
XXXXX XXXXXXXXX - NOTARY PUBLIC
BAR #10222
THUS DONE, SIGNED AND PASSED, on this _____ day of February, 2006, in the
Parish of Orleans, State of Louisiana, in my presence and in the presence of the
undersigned competent witnesses, who have hereunto signed their names with the
said appearer and me, Notary, after reading of the whole.
WITNESSES: THE LOFTS PARTNERS, L.L.C.
BY: MONARCH REAL ESTATE
------------------------------------- ADVISORS, INC., MANAGER
PRINT NAME:
BY:
------------------------------------- ------------------------------------
PRINT NAME: XXXXXX X. XXXXXXXX, XX.,
PRESIDENT
BY:
------------------------------------
XXXXXX X. XXXX,
VICE PRESIDENT/SECRETARY
----------------------------------------
XXXXX XXXXXXXXX - NOTARY PUBLIC
BAR #10222
EXHIBIT D
MOVABLE PROPERTY
(a) All fixtures, equipment and other tangible personal property owned or
hereafter acquired by Seller and located in, used in connection or
associated with the Immovable Property, including, without limitation, any
and all venetian blinds, window shades, screens, screen doors, storm
windows and doors, awning, shutters, furnaces, heaters, heating equipment,
laundry equipment, refrigerator, stoves, ranges, dishwashers, oil and gas
burners and fixtures appurtenant thereto for water heaters, plumbing and
bathroom fixtures, electric and other lighting fixtures, mantels, fences,
gates, screens, shrubs, plants, lawn mowers, air conditioning equipment and
ventilators, carpeting, building supplies, all equipment and supplies used
in the operating of the Immovable Property, movable walls, and Seller's
interests, if any, in any leasehold improvements by tenants;
(b) All right, title, and interest of Seller in and to any and all leases,
contracts, agreements, licenses, permits, trade names, warranties,
condemnation awards, insurance policies and any other tangible property or
interest associated with or useful in the operating of the Immovable
Property, including such interest hereafter acquired and all proceeds
thereof;
(c) All the rights and interests of Seller in and to the assignable management,
maintenance, and service and supply contracts, if any, relating to the
Immovable Property; and
(d) All rights Seller may have, if any, in and to trademarks, promotional
material, tenant data, telephone numbers and listings, all master keys and
keys to common areas, all good will, if any, and any and all other rights,
privileges, and appurtenances owned by Seller and related to or used in
connection with the existing business operation of the Immovable Property.
EXHIBIT E
IMMOVABLE PROPERTY
TRACT I
THOSE CERTAIN LOTS OR PORTIONS OF GROUND, together with all the buildings and
improvements thereon, and all the rights, ways, privileges, servitudes,
appurtenances and advantages thereunto belonging or in anywise appertaining,
situated in the State of Louisiana, Parish of Orleans, in the FIRST DISTRICT of
the City of New Orleans, in SQUARE NO. 123, bounded by Tchoupitoulas Street,
Xxxxx Street, Xxxxxxxxx Street (side) (late Xxxxxxx) and St. Xxxxxx Street
(side). Said lots or portions of ground are designated as LOT NOS. 23, 24, 25
AND A SMALL UNDESIGNATED TRIANGLE ADJOINING LOT 25 on the Xxxxxxxxx Street side,
which said lots adjoin each other and measure as follows, to-wit:
Commencing at the intersection of Julia and Tchoupitoulas Streets, which point
is the POINT OF BEGINNING, measure North 78 degrees, 49 minutes West a distance
of 87 feet, three inches, no lines to a point; thence measure South 11 degrees,
11 minutes West a distance of 62 feet, 10 inches, no lines to a point; thence
measure South 78 degrees, 49 minutes East a distance of 99 feet, 8 inches, no
lines to a point; thence measure due North a distance of 64 feet, 0 inches, 5
lines to the POINT OF BEGINNING.
LOT NOS. 23 and 24 adjoin each other on the Tchoupitoulas Street side, said Lot
No. 24 forming the corner of Tchoupitoulas Street and Xxxxx Street. Lot No. 24
adjoins Lot 25 on the Xxxxx Street side, which said lots front on Xxxxx Street.
Lot No. 25 adjoins the small undesignated triangle portion of ground on the
Xxxxxxxxx Street side and said lots 23 and 25 adjoin each other on the St.
Xxxxxx Street side.
All as more fully shown on survey made by Xxxxxxx, Xxxxx & Xxxxxxxx, Inc.,
Surveying & Engineering, Xxxxx X. Xxxxxxxx, R.L.S., dated January 10, 2006,
revised January 17, 2006, last revised February 17, 2006.
Improvements thereon bear the municipal address 000 Xxxxx Xxxxxx, Xxx Xxxxxxx,
Xxxxxxxxx.
TRACT II
Those certain predial servitudes of light, view, and passage for vehicular and
pedestrian egress and ingress in favor of Tract I created by act dated August 1,
1989, filed August 11, 1989 at CIN 8597, records of Orleans Parish, Louisiana.
TRACT III
Rights, title, and interest in and to the common wall located on the St. Xxxxxx
Street side of Lots 23, 25, and the triangular portion adjacent to Lot 25,
created by act dated August 1, 1989, filed August 11, 1989 at CIN 8597, records
of Orleans Parish, Louisiana.
