Exhibit 10.3
Joint Venture Agreement
JOINT VENTURE AGREEMENT
(For Joint Ventures With
Affiliated Programs)
THIS AGREEMENT made this______ day of___________, 19__, by and between CNL
________________, hereinafter sometimes referred to as "Co-Venturer", and CNL
HOSPITALITY PROPERTIES, INC., a Maryland corporation, hereinafter sometimes
referred to as "CNL"; both Co-Venturer and CNL, being hereinafter sometimes
referred to as "Partner", are undertaking this joint venture (the "Joint
Venture" or the "Venture") with reference to the following:
A. The Joint Venture will acquire that certain real property (the "Real
Property") located in ___________, _________________ County, _______________,
described on Exhibit "A" attached hereto and incorporated herein by reference.
The Real Property shall be acquired in accordance with the terms and conditions
of that certain Real Estate Sale and Leaseback Contract (the "Leaseback
Contract") attached hereto as Exhibit "B".
B. Co-Venturer and CNL believe that the Real Property can be profitably
owned, held, leased, used, sold and otherwise dealt with and that it would be to
the mutual advantage of the Partners to form the Joint Venture for such
purposes.
C. It is further intended by the Partners hereto that the Joint Venture
created by this Agreement shall constitute for federal income tax purposes a
Partnership (as such term is defined under Sub-Chapter K of the Internal Revenue
Code of 1986, as amended).
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements hereinafter contained, the Partners do hereby agree and
covenant with each other as follows:
ARTICLE I
BASIC STRUCTURE
1.1 Form. The Partners hereby agree to associate themselves together as a
Partnership and do hereby form a Partnership pursuant to the provisions of the
Revised Uniform Partnership Act of the State of Florida upon the terms and
conditions herein set forth.
1.2 Name. The business of the Joint Venture shall be conducted under the
name of ____________________.
1.3 Place of Business. The principal office and place of business of the
Venture shall be located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000.
1.4 Term. The Venture shall commence on the execution of this Agreement
and shall continue for twenty (20) years and thereafter from year to year unless
either Partner shall elect to terminate the Venture by six (6) months prior
written notice to the other Partner, unless earlier terminated in the following
manner:
(a) By the completion of the Venture's purposes, or
(b) Pursuant to this Agreement, or
(c) By applicable law.
1.5 Purpose. The purpose for which the Venture is organized is to own the
Real Property and to lease the same to ____________________________ pursuant
to the Lease attached to the Leaseback Contract, or in the event of termination
thereof, to lease the Real Property to any other appropriate tenant and to
otherwise manage, improve, repair, rent, lease, assign, mortgage, hypothecate,
sell or otherwise deal with the Real Property, its appurtenances, improvements
and fixtures.
1.6 Investment Representations of Partners. Each Partner represents and
warrants that it is acquiring its interest in this Venture for its own account,
for investment and not with a view to the sale, disposition or distribution
thereof. The interests of the Partners represented by this Agreement have not
been registered or qualified under the Securities Act of 1933, as amended, and
may not be sold, assigned, pledged or transferred where permitted by this
Agreement, without an effective registration under said Act, or delivery to the
other Partner of an opinion of counsel acceptable to the other Partner and the
Joint Venture that an exemption from registration under said Act is available.
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 Capital Contributions. Each of the Partners has contributed capital
(the "Capital Contribution") to the Joint Venture as follows:
Co-Venturer _________________________
CNL ________________________________
2.2 Percentage Interests. Each Partner's undivided percentage interest in
the Venture (individually, "Percentage Interest" and jointly "Percentage
Interests") shall be equal to the ratio that its Capital Contribution bears to
the aggregate Capital Contributions of all Partners in the Joint Venture.
2.3 Capital Accounts. As used herein, the term "Capital Account" shall
mean the book account which shall be maintained and determined for each Partner
in a manner which complies with Treasury Regulation Section 1.704-1(b)(2)(iv),
as amended. Each Partner's Capital Account shall reflect, among other items, (i)
all contributions made by such Partner to the Joint Venture, (ii) all
allocations of Joint Venture profits and losses to such Partner, and (iii) all
distributions made to such Partner. No Partner shall have the right to withdraw
capital from the Joint Venture without the prior written consent of the other
Partners.
2.4 Allocation of Profits, Losses and Distributions.
(a) Net Operating Profits and Losses. The net operating profits and
losses of the Joint Venture shall be determined as of the end of each fiscal
year and shall be allocated to Co-Venturer and CNL in accordance with their
respective Percentage Interests. The "net operating profits and losses" of the
Joint Venture to be allocated pursuant to this Article 2.4(a) for any fiscal
year or other period shall mean (i) the gross operating income of the Joint
Venture from all sources, excluding all gains and losses recognized by the Joint
Venture with respect to a sale, exchange or other disposition of all or a
substantial part of the Joint Venture's property, as calculated for federal
income tax purposes, plus (ii) any income of the Joint Venture that is exempt
from federal income tax and not otherwise taken into account in computing gross
income for federal income tax purposes, and reduced by (a) all items of expense
or deduction that are allowable as deductions to the Joint Venture for such
period for federal income tax purposes, including, without limitation,
depreciation and amortization, (b) any expenditures of the Joint Venture
described in Section 705(a)(2)(B) of the Internal Revenue Code of 1986, as
amended, or treated as expenditures described in such section pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into
account in computing taxable income, and (c) any income, gain or loss specially
allocated to any Partner under Articles 2.4(d) or (e) below.
(b) Non-operating Profits. Subject to Articles 2.4(d) and (e),
taxable gain recognized by the Joint Venture with respect to a sale, exchange or
other disposition of all or a substantial part of the Joint Venture's property
(as determined for federal income tax purposes in accordance with the Joint
Venture's accounting method and Section 703 of the Internal Revenue Code of
1986, as amended) shall be allocated as follows:
(i) First to the Partners having negative balances in their
Capital Accounts, in the proportion that the negative balance in each such
Partner's Capital Account bears to the aggregate negative balances in the
Capital Accounts of all such Partners, until the balances in their Capital
Accounts are increased to zero; and
(ii) The balance, if any, shall be allocated to Co-Venturer
and CNL in accordance with their respective Percentage Interests.
(c) Non-operating Losses. Subject to Articles 2.4(d) and (e),
taxable loss recognized by the Joint Venture with respect to a sale, exchange or
other disposition of all or a substantial part of the Joint Venture's property
(as determined for federal income tax purposes in accordance with the Joint
Venture's accounting method and Section 703 of the Internal Revenue Code of
1986, as amended) shall be allocated as follows:
(i) First to the Partners with positive balances in their
Capital Accounts, in the proportion that the positive balance in
each such Partner's Capital Account bears to the aggregate positive
balances in the Capital Accounts of all such Partners, until the
balances in their Capital Accounts are reduced to zero; and
(ii) The balance, if any, shall be allocated to Co-Venturer
and CNL in accordance with their respective Percentage Interest.
(d) General Provisions. Whenever a proportionate part of the Joint
Venture profits, gains or losses is credited or charged to a Partner's Capital
Account, every item of income, gain, loss, deduction or credit entering into the
computation of such profit, gain or loss, as applicable to the period during
which such profit, gain or loss is realized, shall be considered credited or
charged, as the case may be, to such account in the same proportion. For
purposes of allocating gains or losses arising from a sale, exchange or other
disposition of all or a substantial part of the Joint Venture's property, the
Capital Accounts of the Partners shall be determined as if the Joint Venture's
taxable year had ended immediately prior to the sale or other disposition giving
rise to such gains or losses. Notwithstanding anything contained in this
Agreement to the contrary, income, gain, loss and deduction with respect to
property contributed to the Joint Venture by any partner shall be shared between
the Partners so as to take into account the variation between the basis of such
property and its fair market value at the time of contribution in accordance
with Section 704(c) of the Internal Revenue Code of 1986, as amended. As between
a Partner and its transferee, net operating profits and losses for any fiscal
year (or portion thereof, as the case may be), shall be apportioned between the
transferor and transferee in accordance with the ratio that the number of days
in the Joint Venture's fiscal year prior to the effective date of transfer bears
to the number of such days thereafter (including the effective date of
transfer).
(e) Depreciation Recapture. Any depreciation recapture under
Sections 1245 or 1250 of the Internal Revenue Code of 1986, as amended, shall be
allocated to the Partners in the proportions in which the original depreciation
deductions being recaptured were allocated to them.
(f) Distributions of Net Cash Flow. "Net Cash Flow" shall mean all
cash receipts of the Joint Venture (other than Capital Contributions and
proceeds from a sale, exchange or other disposition of all or a substantial part
of the Joint Venture's property in connection with, or which results in, the
liquidation of the Joint Venture pursuant to Article VI below), plus any amounts
which the Partners, in their sole discretion, agree shall be released from
reserves or otherwise made available for distribution, and less all expenses and
current obligations of the Joint Venture (including payments of principal and
interest on any loans, including loans from Partners) and amounts which the
Partners, in their sole discretion, agree shall be added to Joint Venture
reserves. Subject to Article 2.4(g) below, distributions of Net Cash Flow shall
be made from time to time in the discretion of the Partners, but at least
monthly, to CNL and Co-Venturer in accordance with their respective Percentage
Interests.
(g) Limitations on Cash Distributions. Any distributions of Net Cash
Flow shall be subject to the following limitations, restrictions and conditions:
(i) At the time of any distribution the Joint Venture must
have available to it cash funds sufficient for such distribution
after taking into account the amounts which the Partners agree
should be set aside to provide a reasonable reserve for expenses of
conducting the business of the Joint Venture; and
(ii) No distribution shall be made by the Joint Venture if,
immediately after such distribution, the Joint Venture's assets do
not exceed all of its liabilities, exclusive of liabilities to the
Partners on account of their Capital Contributions.
ARTICLE III
MANAGEMENT AND DUTIES OF PARTNERS
3.1 Rights, Power and Restrictions of Payments. Except as expressly
provided to the contrary in this Article 3.1, no Partner, without the consent of
all the other Partners, shall:
(a) Do any act which would make it impossible to carry on the
ordinary business of the Venture;
(b) Confess judgment against the Venture;
(c) Possess Venture property, or assign its interest or rights in
specific Venture property, for other than a Venture purpose;
(d) Borrow any funds or incur any liability on behalf of the
Venture;
(e) Encumber any Venture property, including, without limitation,
the Real Property;
(f) Sell or lease any Venture property; and
(g) Lend any money on behalf of the Venture.
3.2 Day to Day Management. Because the Real Property will be net leased,
it is not anticipated that substantial management responsibilities on the part
of the Venture will exist. However, the Partners agree that CNL, through its
designee, CNL Hospitality Advisors, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, shall receive the monthly rental payments from the tenant and
place such payments into a new bank account established in the name of the Joint
Venture. From such account, distributions shall be made pursuant to Article
2.4(f) hereof. No fees or other charges shall be made by CNL for these
administrative duties except actual out-of-pocket costs for establishing the
bank account and acquisition of checks therefor, service charges and other
charges of like nature.
In addition, CNL shall be responsible for maintaining landlord/tenant
relationships with tenant and for monitoring gross revenues of the tenant and
such other analysis as shall be necessary to determine whether additional rental
is due from tenant, and for performing or supervising all functions incident to
the day-to-day management of the Real Property.
No charges shall be made by CNL for such services rendered to the Joint
Venture. However, the Joint Venture shall reimburse CNL for its actual
out-of-pocket costs incurred which relate to the management of the Real
Property, and such costs shall be a Venture expense.
3.3 Joint Venture Real Property. The Real Property of the Joint Venture
shall be held in the name of the Joint Venture for the sole exclusive benefit of
the Joint Venture. Any and all leases and amendments thereto, sales tax
application forms, tangible personal property tax returns, Joint Venture income
tax returns or other documents requiring the signature of the Joint Venture
shall be signed by CNL on behalf of the Joint Venture. Additionally, any deed or
other document required to be signed by the Joint Venture with respect to the
sale, lease or mortgaging of the property (only as permitted hereunder) may be
executed in the name of the Joint Venture by CNL, acting by itself and without
the joinder of Co-Venturer or, alternatively, by all Partners.
ARTICLE IV
ACCOUNTING; BANK ACCOUNTS
4.1 Books and Records. At all times during the term hereof, the Venture
shall maintain, at a place mutually agreed by the Partners, accurate books and
records of account in which shall be entered all matters relating to the
Venture, including all income, expenditures, assets and liabilities thereof.
Such books of account shall be maintained on the accrual basis (unless otherwise
agreed by the Partners) and shall be adequate to provide either Partner with all
financial information as may be needed by any Partner or any affiliate of such
Partner for the purpose of satisfying the financial reporting obligations of
such Partner or its respective affiliate or affiliates.
Each Partner shall be entitled to any additional information necessary for
the Partner to adjust his financial basis statement to a tax basis as the
Partner's individual needs may dictate.
Each Partner, its authorized representatives, and any supervisory or
regulatory authority (through its appropriate representatives) shall have the
right to inspect, examine and copy the books, records, files and other documents
of the Venture at all reasonable times at the expense of the party requiring
such information.
4.2 Fiscal Year. The fiscal year of the Venture shall end on December 31
of each year.
4.3 Bank Accounts. Funds of the Venture shall be deposited in an account
in the name of the Venture in a bank approved by the Partners. Subject to the
provisions of Article 3.2, withdrawals from such bank account shall be made upon
the signature of any of the persons designated by the Joint Venture upon the
opening of the account.
4.4 Tax Returns. Tax returns of the Venture shall be prepared by the
certified public accounting firm selected and approved by the Partners. Copies
of tax returns of the Venture shall be furnished for review and approval by each
of the Partners at least thirty (30) days prior to the statutory date for
filing, including extensions thereof, if any. Prompt notice shall be given to
all Partners upon receipt of advice that the Internal Revenue Service intends to
examine the Venture income tax return for any year.
ARTICLE V
VOLUNTARY WITHDRAWAL, ASSIGNMENT OR SALE OF
PARTNERSHIP INTERESTS
5.1 Right to Withdraw. Except as otherwise provided in Articles 5.2 and
5.3 hereof, either Partner shall have the limited right to withdraw from the
Joint Venture and sell its interest in the Venture to the remaining Partner only
upon such terms and conditions as may be agreed upon in writing by the Partners.
5.2 Bona Fide Third Party Offer. In the event one Partner desires to
withdraw from the Venture but no agreement can be reached between the Partners
as to the terms and conditions of sale for such Partner's interest within ten
(10) days from such time as the Partner desiring to withdraw from the Venture
notifies in writing the remaining Partner of its desire to withdraw and sell its
interest in the Venture, then the Partner desiring to withdraw from the Venture
shall be entitled to solicit and obtain a bona fide offer from an unrelated
third party to purchase its entire interest in the Venture. In such event, the
following provisions shall apply:
(a) If the Partner desiring to withdraw has obtained a bona fide
offer to purchase its interest in the Venture from an unrelated third party, and
if it desires to accept such offer, then that Partner shall cause such offer to
be reduced to writing and delivered to the remaining Partner.
(b) The remaining Partner then, within sixty (60) days after
delivery of such bona fide offer to the remaining Partner, may elect to purchase
the Venture interest of the Partner desiring to withdraw from the Venture at the
price and on the terms set forth in such offer. In the event the remaining
Partner shall fail to timely exercise its option described in the immediately
preceding sentence, then the Partner desiring to dispose of its interest in the
Venture may transfer its interest to the person or persons who made the bona
fide third party offer, provided that such sale is made strictly in accordance
with the terms set forth in such offer and the person or persons or entity so
acquiring such interest shall hold such interest subject to all the terms and
conditions of this Agreement.
(c) In the event of a sale of a Partner's Venture interest to a
third party in accordance with this Article V, a duly executed and acknowledged
instrument of assignment shall be filed with the Joint Venture. Further, the
selling Partner and assignee shall execute and acknowledge such other instrument
or instruments as the other Partner shall deem reasonably necessary or desirable
to effectuate such sale and the admission of the assignee of the interest to the
Joint Venture, including the written acceptance and adoption by the assignee of
all of the terms and conditions of this Agreement as the same may have been
theretofore amended. Further, such assignee shall pay to the Joint Venture all
reasonable expenses incurred by the Venture and the other Partner in connection
with such assignment and substitution. Finally, in the event of such a sale and
substitution, the selling Partner shall pay to the Joint Venture any and all
sums owed by it to the Joint Venture.
(d) If for any reason the sale of a Partner's entire interest in the
Venture which is the subject of a bona fide third party offer is not concluded
by the Partner desiring to withdraw from the Venture and the third party on or
before the closing date which is set forth in the original bona fide third party
offer, then the provisions contained in this Article V shall be reimposed in
their entirety, and such bona fide third party offer, as well as any other
offer(s) for such Partner's entire interest in the Venture, must again be
submitted to the remaining Partner pursuant to the terms hereof.
(e) For the purpose of this Article V, a bona fide third party offer
shall not include any offer which is assignable by the prospective purchaser.
5.3 Buy-Sell Agreement. In the event that one Partner desires to sell the
Real Property and the other Partner does not desire to sell the Real Property,
then in that event either Partner (sometimes hereinafter referred to as the
"Offering Partner") may deliver a written notice (the "Notification") to the
other Partner (sometimes hereinafter referred to as the "Non-Offering Partner").
The Notification shall state that the Offering Partner intends to purchase the
entire Joint Venture interest of the Non-Offering Partner, the purchase price
(which shall be stated in terms of a specific dollar amount per each one percent
(1%) in Percentage Interest) which the Offering Partner will pay for such Joint
Venture interest, the terms of payment, whether for cash or credit, and if on
credit, the term, dates of payment, interest rate and security or collateral
arrangements, as well as any and all other consideration being received or paid
in connection with the proposed transaction, and any and all other terms,
conditions, and details of such offer. The Notification shall also state that
the Non-Offering Partner shall have ninety (90) days from the date of delivery
of the Notification either to sell its entire Joint Venture interest to the
Offering Partner, or to purchase the entire Joint Venture interest of the
Offering Partner, with such purchase or sale to be consummated strictly upon the
terms and conditions, and for the price per Percentage Interest, set forth in
the Notification.
5.4 No Assignment, Pledge or Encumbrance. Except as otherwise provided in
Sections 5.1, 5.2 and 5.3, no Partner shall have the right to sell, assign,
pledge, encumber or otherwise hypothecate its interest in this Joint Venture
without the prior written consent of the remaining Partner. In the event any
person or entity shall obtain a lien, charging order or similar right as a
creditor against any Partner's Venture interest, the person or entity obtaining
such status shall be in the status of a prospective purchaser of such Partner's
interest but with no right to be admitted to the Venture as a joint venturer or
Partner. In the event the Partner against whom such lien, charging order or
similar right exists shall fail to discharge (by bond, full payment or
otherwise) such lien, charging order or similar right within sixty (60) days
subsequent to its effective date and such Partner's knowledge thereof, the
remaining Partner shall be entitled to purchase such other Partner's Venture
interest for a sum equal to the amount of the lien, charging order or similar
right. Payment of such sum to the creditor by the remaining Partner and
discharge of such lien, charging order or similar right shall simultaneously
cause a termination in full of the Venture interest of the Partner against whom
such lien, charging order or similar right as a creditor existed.
5.5 No Partition. Each of the Partners does hereby waive any and all
rights that it may have to maintain any action for partition with respect to any
Joint Venture property or to compel any sale thereof, it being understood that
this Article 5.5 shall not act to limit the right of any Partner to sell or
convey its interest in accordance with the terms and conditions of this
Agreement.
ARTICLE VI
DISSOLUTION
6.1 Events. The Joint Venture shall be dissolved upon the occurrence of
any of the following events:
(a) The expiration of the term of the Joint Venture as set forth
herein.
(b) Upon mutual written agreement of the Partners.
(c) Except as otherwise provided in this Agreement, the adjudication
of bankruptcy, insolvency or cessation of the existence as a legal entity of any
of the Partners.
(d) Issuance of a final order by a court of competent jurisdiction
ordering the dissolution of the Joint Venture after time for all rights of
appeal have elapsed or have been finally concluded upholding the dissolution
order.
(e) Sale, exchange or other disposition of all, or any substantial
part, of the Joint Venture's property.
6.2 Liquidation. Upon the dissolution of the Joint Venture, the Partners
shall cause the Joint Venture's affairs to be wound up, its receivables
collected and its assets liquidated within a reasonable period of time, a final
accounting made and the books of the Joint Venture closed, with the proceeds,
after expenses of such liquidation, to be distributed as follows:
(a) First, to the satisfaction of all debts and obligations of the
Joint Venture, other than debts and obligations to Partners;
(b) Next, to the payment of amounts owed the Partners for loans;
(c) Next, to the setting up of any reserves which are reasonably
necessary to satisfy any contingent or unforeseen liabilities or obligations of
the Joint Venture; and
(d) After allocations of all profits, gains and losses (including
both net operating profits and losses and gains and losses arising from the
sale, exchange, or other disposition of all or any substantial part of the Joint
Venture's property) have been made pursuant to Section 2.4 hereof, any proceeds
then remaining shall be distributed to the Partners to the extent of, and in
proportion to, their respective positive Capital Account balances.
ARTICLE VII
INDEMNIFICATION
Each Partner shall indemnify and hold harmless the other Partner against
any and all claims, demands, losses, damages, liabilities, lawsuits or other
proceedings, judgments or awards, costs and expenses (including but not limited
to reasonable attorneys' fees) arising directly or indirectly by reason of such
indemnifying Partner's breach of this Agreement or acting outside the scope of
its authority hereunder.
ARTICLE VIII
GENERAL PROVISIONS; MISCELLANEOUS
8.1 Separate Businesses. Partners may engage in any other business,
investment or profession, including the investment and the ownership, financing,
development, operation and management of real property, and neither the Joint
Venture nor any other Partner shall have any rights in and to any said business,
profession or investment or the income or the profits derived therefrom by
reason of this Agreement.
8.2 Scope of Authority. Neither of the Partners shall, without the
approval of the other Partner, take any action on behalf of or in the name of
the Venture, or enter into any commitment or obligation binding upon the
Venture, except for actions expressly provided for in this Agreement or actions
authorized by the other Partner in the manner set forth herein.
8.3 Arbitration. No civil action concerning any dispute arising under this
Agreement shall be instituted before any court and all such disputes shall be
submitted to final and binding arbitration under the auspices of the American
Arbitration Association. Such arbitration shall be conducted in accordance with
the rules of such association before a single arbitrator. The Partners agree
that the interests of the Joint Venture cannot be readily sold in the open
market, and for that reason, among others, the Partners will be irreparably
damaged in the event that this Agreement is not specifically enforced.
Therefore, in addition to any award of damages, any such award shall, if the
Partner entitled to the same demands it, grant specific performance of this
Agreement. All costs and expenses of the arbitration, including actual
attorney's fees, shall be allocated among the Partners according to the
arbitrator's discretion. The arbitrator's award resulting from such arbitration
may be confirmed and entered as a final judgment in any court of competent
jurisdiction and enforced accordingly. Further, the Partners hereto expressly
agree that proceeding to arbitration and obtaining an award thereunder shall be
a condition precedent to the bringing or maintaining of any action in any court
with respect to any dispute arising under this Agreement, except for the
institution of a civil action to maintain the status quo during the pendency of
any arbitration proceeding.
8.4 Venture Acts. In no event shall this Agreement grant unto any Partner
the authority to act on behalf of the other Partners with respect to matters not
directly related to the purpose of the Venture as set forth herein. This
Agreement shall not grant unto any Partner any interest, claim or liability
whatsoever with respect to any other assets or liabilities of the other
Partners.
8.5 Representative of each Partner. CNL is a Florida limited partnership.
Co-Venturer is a Florida limited partnership. The general partner(s) of each
Partner shall designate to the other, in writing, a single individual or entity
to speak on its behalf with respect to all Joint Venture matters. In no event
shall any individual limited partner or general partner not so designated be
entitled to make any independent demands of the Joint Venture whatsoever.
8.6 Notices. All written notices or demands of any kind which any Partner
may be required or may desire to serve on the other in connection with this
Agreement may be served by personal service or by registered or certified mail
and shall be deposited in the United States Mail with postage thereon fully
prepaid, registered or certified, and addressed to the Partners so to be served
as follows:
If the Partner to be served is CNL, address CNL at:
CNL HOSPITALITY PROPERTIES, INC.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
If the Partner to be served is Co-Venturer, address Co-Venturer at:
CNL ______________________
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
Service of any such notice or demand so made by mail shall be deemed
complete on the day of actual delivery as shown by the addressee's registry or
certification receipt or at the expiration of the third day after the date of
mailing, whichever is earlier in time. Either Partner hereto may from time to
time, by notice in writing served on the other as herein set forth, designate a
different mailing address or a different person to which all such notices or
demands are thereafter to be addressed.
8.7 Entire Agreement. This Agreement is the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements between them with respect hereto. This
Agreement may not be altered or amended except by written agreement duly
executed by all Partners of the Joint Venture.
8.8 Successors and Assigns. The provisions of this Agreement shall,
subject to the terms and conditions hereof, be binding upon and inure to the
benefit of the successors and assigns of each of the Partners.
8.9 Governing Law. This Agreement and the Joint Venture shall be governed
by and construed in accordance with the laws of the State of Florida.
8.10 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and such counterparts shall together
constitute one and the same agreement, binding upon each of the Partners hereto,
notwithstanding each of the Partners are not signatory to the original or the
same counterpart.
8.11 Paragraph Titles. Titles of the paragraphs and sub-paragraphs are
placed herein for convenient reference only and shall not to any extent have the
effect of modifying, amending or changing the express terms and provisions of
this Agreement.
8.12 Severability. In the event any of the parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall nevertheless
be binding with the same effect as though the void parts were deleted.
8.13 Effective Date. This Agreement shall be effective upon execution by
both of the Partners.
8.14 Waivers. No waiver of any provision of or obligation under this
Agreement shall be valid unless in writing and signed by the Partner to be
bound.
IN WITNESS WHEREOF, the Partners hereto have executed this Agreement as of
the day and year first above written.
Signed, Sealed and Delivered
in the presence of: "LANDLORD"
________________________, a Florida joint
venture and general partnership
BY: CNL HOSPITALITY PROPERTIES, INC., a
Maryland corporation, as general
partner
By:
Name: Xxxxxx X. Xxxxxx, as President
Name:
BY: CNL _________________________, a
______________________, as general
partner
