ASSIGNMENT
OF
PURCHASE AGREEMENT
THIS ASSIGNMENT made and entered into this 19th day of
August 2003, by and between AEI FUND MANAGEMENT, INC., a
Minnesota corporation, ("Assignor") and AEI INCOME & GROWTH
FUND XXII LIMITED PARTNERSHIP, a Minnesota limited
partnership ("Assignee");
WITNESSETH, that:
WHEREAS, on the 25th of July 2003, Assignor entered
into a Purchase Agreement ("the Agreement") for that certain
property know as a Garden Ridge store located at 00000 X-00
Xxxxx, Xxxxxx, XX 00000 (the "Property") with Cypress/GR
Woodlands I, LP as Seller/Lessee; and
WHEREAS, Assignor desires to assign an undivided thirty-
two percent (32.0%) of its rights, title and interest in, to
and under the Agreement to Assignee as hereinafter provided;
NOW, THEREFORE, for One Dollar ($1.00) and other good
and valuable consideration, receipt of which is hereby
acknowledged, it is hereby agreed between the parties as
follows:
1. Assignor assigns all of its rights, title and
interest in, to and under the Agreement to Assignee, to
have and to hold the same unto the Assignee, its
successors and assigns;
2. Assignee hereby assumes all rights, promises,
covenants, conditions and obligations under the
Agreement to be performed by the Assignor thereunder,
and agrees to be bound for all of the obligations of
Assignor under the Agreement.
All other terms and conditions of the Commitment shall
remain unchanged and continue in full force and effect.
AEI FUND MANAGEMENT, INC.
("Assignor")
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
AEI INCOME & GROWTH FUND XXII
LIMITED PARTNERSHIP ("Assignee")
BY: AEI FUND MANAGEMENT XXI, INC.
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, its President
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement"), is entered into
effective as of the 25 of July, 2003 (the date this Agreement is
executed by the latter of Buyer and Seller).
l. Parties. Seller is Cypress/GR Woodlands I, LP, which
owns an undivided 100% interest in the fee title to that certain
real property legally described in the attached Exhibit "A" (the
"Property"). Buyer is AEI Fund Management, Inc., or its assigns
(being an affiliate of Buyer). Seller wishes to sell and Buyer
wishes to buy the Property.
2. Property. The Property to be sold to Buyer in this
transaction consists of an undivided 100% interest the Property.
Seller owns no interest in any personalty in connection with the
Property.
3. Purchase Price. The purchase price for this Property is
$8,195,960, all cash, plus $100 non-refundable Option
consideration, payable directly to Seller upon both parties
having signed this Agreement.
4. Terms. The purchase price for the Property will be
paid by Buyer as follows:
(a) When this agreement is executed, Buyer will
deposit $50,000 with the Title Company (hereinafter defined)
(which shall be deposited into escrow according to the terms
hereof) by wire transfer or delivery of a cashier's check,
immediately available federal funds (the "First Payment"). The
First Payment will be credited against the purchase price when
and if escrow closes and the sale is completed.
(b) Buyer will deposit the balance of the purchase
price, (the "Second Payment") into escrow in sufficient time to
allow escrow to close on the closing date.
5. Closing Date. Escrow shall close on or before sixty
(60) days from the effective date hereof.
6. Due Diligence. Buyer will have until the expiration of
thirty (30) days from the effective date hereof to conduct such
investigation into the Property as Buyer shall deem necessary and
appropriate to satisfy itself regarding each item, the Property,
and this transaction ("Site Inspection Period"). Seller, subject
to the provisions of the Lease, shall permit Buyer and its
authorized agents and representatives to enter upon the Property
at all reasonable times during normal business hours to inspect
and conduct reasonably necessary tests which are approved in
writing by Seller, which approval shall not be unreasonably
withheld. Buyer shall notify Seller, in writing, of its
intention, or the intention of its agents or representatives, to
enter the Property at least forty-eight (48) hours prior to such
intended entry, and obtain Seller's prior written consent to any
tests to be conducted thereon. Buyer shall bear the cost of all
such inspections and tests. Buyer agrees to indemnify and hold
Seller and Tenant (hereinafter defined) harmless for any loss or
damage to the Property or persons caused by Buyer or its agents
arising out of such physical inspections of the Property.
Subject to Section 16 hereof, unless Buyer shall terminate this
Agreement in writing prior to the expiration of the Site
Inspection Period, this site inspection contingency to Buyer's
obligations hereunder shall be deemed satisfied.
Within five (5) business days after the effective date,
Seller shall deliver the following items to Buyer.
(a) One copy of a title insurance commitment for an
Owner's Title insurance policy (see Section 8 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 Property as are in
Seller's possession.
(c) A copy of an "as built" survey of the Property
done concurrent with Seller's acquisition of the Property, if in
Seller's possession.
(d) A copy of any Phase I Environmental Report on the
Property, if in Seller's possession.
(e) A copy of the Lease (as further set forth in
Section 11(a) below) of the Property and Guaranty, if any,
accompanied by such tenant financial statements as may have been
provided most recently to Seller by the Tenant and/or Guarantors.
True and correct copies of the Lease and all amendments thereto
as well as the Guaranty are in AEI's Possession.
(f) Copies of all warranties relating to construction
and maintenance of the Property as are in Seller's possession;
(g) A copy of the Plans and Specifications for the
Improvements on the Property and a certified architect's
certification as to the substantial completion of the
improvements on the Property having been completed in accordance
with local code and the Plans and Specifications for the
improvements.
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 Site Inspection Period. Such notice shall be deemed effective
only upon receipt by Seller. If this Agreement is not cancelled
as set forth above, the First Payment shall be non-refundable
unless Seller shall default hereunder.
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 6 of this
Agreement (which will survive), Buyer (after execution of such
documents reasonably requested by Seller to evidence the
termination hereof) shall be returned its First Payment, and
Buyer 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 make the Second Payment, Seller
shall be entitled to retain the First Payment and Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, retain the First Payment and declare
this Agreement null and void, in which event Buyer will be deemed
to have canceled this Agreement, or Seller may exercise its
rights under Section 14 hereof. If this Agreement is not
canceled and the First Payment and the Second Payment are made
when required, all of Buyer's conditions and contingencies will
be deemed satisfied.
7. Escrow. Escrow shall be opened by Seller and funds
deposited in escrow upon acceptance of this Agreement by both
parties. The escrow holder will be Republic Title of Texas, Inc.,
0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000, Attn: Xxxxx
Xxxxx as agent for First American Title Insurance Company (the
"Title Company" or "Escrow Holder"). A copy of this Agreement
will be delivered to the escrow holder and will serve as escrow
instructions together with the escrow holder's standard
instructions and any additional instructions required by the
escrow holder to clarify its rights and duties. If there is any
conflict between these other instructions and this Agreement,
this Agreement will control.
8. Title. Closing will be conditioned on the agreement of
the Title Company to issue an Owner's Policy of Title Insurance,
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 Section 11 below; all of the Permitted
Exceptions (hereinafter defined).
Buyer shall be allowed five (5) business days after receipt
of said commitment for examination and the making of any
objections thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller shall
be allowed thirty (30) days to cure such objection, provided
Seller shall be under no obligation to do so, or in the
alternative to obtain a commitment for insurable title insuring
over Buyer's objections. If, within the time specified, Buyer
does not deliver notice of its objections, all title matters
shall be deemed approved. If, within the time specified, Seller
does not have each such objectionable exception removed or
corrected, Buyer must, prior to the expiration of the Site
Inspection Period, as its sole and exclusive remedy, either (i)
terminate this Agreement, in which event this Agreement, without
further action of the parties, shall become null and void and
neither party shall have any further rights or obligations under
this Agreement, or (ii) elect to accept title to the Property as
it then exists, without reduction to the Purchase Price. If
Buyer fails to timely make either such election, Buyer shall be
deemed to have elected option (ii). If Buyer terminates this
Agreement prior to the expiration of the Site Inspection Period,
Buyer's First Payment will be returned (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof) and 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.
As used in this Agreement, the term "Permitted Exceptions"
shall mean all matters either shown on the Survey or in the Title
Commitment, and all matters which Purchaser has accepted or has
been deemed to accept.
9. Closing Costs. Seller will pay one-half of escrow
fees, all recording fees, transfer taxes and clerk's fees imposed
upon the recording of the deed, and all of the cost of the basic
premium for the title insurance policy and any brokerage
commissions payable to broker(s) representing Seller, including
but not limited to Staubach Retail Services, Progressive NNN
Properties, and Terrace Associates. Seller will pay the basic
premium for a Standard TLTA Owners Title Insurance Policy in the
full amount of the purchase price. Buyer will pay one-half of
all recording fees, transfer taxes and clerk's fees imposed upon
the recording of the deed, one-half of the escrow fees. Each
party will pay its own attorney's fees and costs to document and
close this transaction.
10. Real Estate Taxes, Special Assessments and Prorations.
(a) Because the Property is subject to a triple net
lease (as further set forth in Section 11(a)(i), the parties
acknowledge that there shall be no need for a real estate tax
proration. However, Seller warrants that all real estate taxes
and installments of special assessments due and payable in all
years prior to the year ofClosing 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 ofBuyer, pro-rated, however, to the date of
closing for the period prior to closing. Taxes and special
assessments prior to closing shall be the responsibility of
Seller, if Tenant shall not pay the same. 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 Property.
(b) All incomeand all operating expenses from the Property
shall be prorated between the parties and adjusted by them
as of the date of Closing. Seller shall be entitled to all
income earnedand shall be responsible for all expenses
incurred prior to the date of Closing, and Buyer shall be
entitled to all income earned and shall be responsible for
all operating expensesof the Property incurred on and after
the date of closing.
11. Seller's Representation and Agreements.
(a) Seller represents and warrants as of this date that:
(i) Except for the Lease Agreement in existence between Seller
(as Lessor) and Garden Ridge, L.P.(as Tenant), dated July 13,
2000 (the "Lease"), 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.
(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 on Buyer after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
12. Disclosures.
(a) Seller has not received anynotice of any material,
physical, or mechanical defects of the Property, including
without limitation, the plumbing, heating, air conditioning,
ventilating, and electrical systems. 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 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 Property
after the Closing in the manner in which the 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 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 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
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 Property either
before or after the Closing Date, except such Hazardous
Materials on or in connection with the 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.
(e) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY
IN ITS THEN PRESENT CONDITION, AS IS, WHERE IS, AND 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. SELLER AGREES TO
INDEMNIFY BUYER FOR ANY CLAIM RISING OUT OF THE PERFORMANCE
OF LANDLORD'S WORK UNDER THE LEASE PRIOR TO THE DATE OF
CLOSING.
(f) BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND SUCH FINANCIAL
INFORMATION ON THE LESSEE AND 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, TO THE
LESSEE, AND TO THE GUARANTORS OF LEASE WAS OBTAINED FROM A
VARIETY OF SOURCES AND SELLER NEITHER (A) HAS MADE
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, OR (B) MAKES ANY REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS
HEREIN SET FORTH. 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 HEREIN 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, OR
FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE
PROPERTY.
The provisions (d) - (f) above shall survive Closing.
13. 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 Permitted
Exceptions contained in Section 8 above. Seller will also
deliver an Estoppel Certificate certified by Lessee as to
the absence of known defaults by Landlord and Tenant under
the Lease.
(b) On or before the closing date, Buyer will deposit
into escrow: the balance of the Purchase Price when required
under Section 4; any additional funds required of Buyer
(pursuant to this agreement or any other agreement executed
by Buyer) to close escrow. Both parties will 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.
14. 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,Seller will forfeit all rights and
claims and Buyer will be relieved of all obligations and will be
entitled to the prompt return of all monies heretofore paid by
the Buyer. In addition, Buyer shall retain all remedies available
to Buyer at law or in equity. Provided, however, that in no
event shall Seller be liable for any punitive, consequential or
speculative damages arising out of any default by Seller
hereunder.
15. Buyer's Representations and Warranties.
a. Buyer represents and warrants to Seller as follows:
(i) 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.
(ii) 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.
(iii) 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
jurisdiction hereof, or (c) any agreement or instrument to
which Buyer is a party or by which Buyer is bound.
(iv) Buyer represents that Buyer has dealt with no other
broker other than Staubach Retail Services, Progressive NNN
Properties, and Terrace Associates and that any fees payable
to them are payable by the Seller.
16. 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
Section 6 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 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 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
Property, subject to rights of any Tenant of the 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 Property, subject to rights of any Tenant
of the Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the First Payment
shall be immediately returned to Buyer (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof.)
17. Cancellation
If any party elects to cancel this Agreement 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 escrow
agent a notice containing the address of the party in breach and
stating that this Agreement shall be cancelled unless the breach
is cured within thirteen (13) days following the delivery of the
notice to the escrow agent. Within threedays 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 thirteen (13) days following the delivery of the
notice to the escrow agent, this Agreement 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 attached to this Agreement are incorporated into
this Agreement.
(b) 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.
(c) 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 below,
or to such other address as such party may hereafter
designate by written notice to the other party.
If to Seller:
Cypress/GR Woodlands I, L.P.
c/o Staubach Retail Services, Inc.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxxxxxx X. Xxxxxxx
Fax: (000) 000-0000
Email: xxxxxxxx@xxxxxxxx.xxx
with a copy to: Kane, Russell, Xxxxxxx & Xxxxx, P.C.
3700 Thanksgiving Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxx
Fax: (000) 000-0000
Email: xxxxx@xxxx.xxx
If to Buyer:
AEI Fund Management, Inc.
Attn: Xxxxxx X. Xxxxxxx, President
1300 Minnesota Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
Fax: (000) 000-0000
Email: xxxxxxxx@xxxxxxxx.xxx
(d) Time is of the essence in all things pertaining
to the performance of this Agreement.
(e) This Agreement may be executed in multiple
counterparts, each of which is to be deemed an original for all
purposes. This Agreement may be executed by facsimile signature.
(f) In the event that any date or any period provided
for in this Agreement shall end on a Saturday, Sunday or legal
holiday in the state defined in Section 11.6 hereof, the
applicable date or period shall be extended to the first business
day following such Saturday, Sunday or legal holiday.
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 of Texas.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: AEI FUND MANAGEMENT, INC.
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
SELLER: CYPRESS/GR WOODLANDS 1, L.P.
By: Cypress/GR Woodlands, Inc., general partner
By:/s/ Xxxxxxxxxxx X Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx, President
EXHIBIT "A"
LEGAL DESCRIPTION OF LAND
A tract or parcel of land containing 9.9991 acres (435,562 square
feet) out of the Xxxxxx Xxxxxx Survey, Abstract 555 and the Xxxxx
XxXxxxxxxxx Survey, Abstract 390, Xxxxxxxxxx County, Texas, out
of lands owned by The Woodlands Land Development Company, LP, a
Texas limited partnership, by virtue of Memorandum of Merger and
Ownership dated July 31, 1997 recorded in File No. 9747722 of the
Xxxxxxxxxx County Real Property Records, also being a portion of
Restricted Reserve "A" of the Woodlands College Park Section One
as shown on a plat recorded in Cabinet "M" Sheet 55 of the
Xxxxxxxxxx County Map Records, said 9.9991 acre tract being more
particularly described by metes and bounds as follows with all
control referred to the 0000 Xxxxx Xxxxx Plane Coordinate System,
Xxxxxxx Projection, South Central Zone:
BEGINNING at a 5/8" iron rod with aluminum cap found for the
southwest corner of the herein described tract having a Texas
State Plane Coordinate Value of X=3,117,868.40, Y=881,502.36 and
being SOUTH 86 degrees 18 minutes 01 seconds EAST, 1,770.91 feet
from the southwest corner of said Xxxxx XxXxxxxxxxx Xxxxxx, X-
000, common to the northwest corner of the Xxxxxx Xxxxxx Survey,
located in the east line of the Xxxxxx X. Whillden Survey, A-640;
THENCE NORTH 03 degrees 04 minutes 30 seconds WEST, 491.00 feet
to a 5/8" iron rod with aluminum cap set at a point of curvature
and a northwest corner of the herein described tract;
THENCE NORTHEASTERLY along a curve to the right through a central
angle of 90 degrees 00 minutes 00 seconds to a 5/8" iron rod with
aluminum cap set for a point of tangency and a northwest corner
of the herein described tract, said curve having a radius of
30.00 feet, an arc length of 47.12 feet, and a long chord bearing
NORTH 41 degrees 55 minutes 30 seconds EAST, 42.42 feet;
THENCE NORTH 86 degrees 55 minutes 30 seconds EAST, 791.33 feet
to a 5/8" iron rod with aluminum cap set at the northeast corner
of the herein described tract;
THENCE SOUTH 06 degrees 23 minutes 00 seconds EAST, 521.87 feet
to a 5/8" iron rod with aluminum cap found at the southeast
corner of the herein described tract;
THENCE SOUTH 86 degrees 55 minutes 30 seconds WEST, 851.44 feet
to the POINT OF BEGINNING, containing 9.9991 acres (435,562
square feet) of land.
