Exhibit 10.1
PURCHASE CONTRACT
THIS AGREEMENT made and entered into this 25th day of August 1997,
between CORNERSTONE REALTY GROUP, INC. or its nominee, (hereinafter called
'purchaser') and ITALIAN INVESTMENT COMPANY, a Joint Venture Partnership,
(hereinafter called "Seller").
ARTICLE I
THE PROPERTY
1.1 SALE OF PROPERTY. Seller agrees to sell and convey, and Purchaser
agrees to purchase, Seller's real property known as ITALIAN VILLAGE and XXXXX
XXXXXX APARTMENTS located in CHARLOTTE, No, with all buildings and improvements
located thereon, as more particularly described in the attached legal
description in EXHIBIT A including, but not limited to 156 and 48 individually
heated and air conditioned apartment units, with all appurtenances, together
with all appliances, drapes, carpeting, shrubbery and all other personal
property used in connection with the premises, including, the inventory of
personal property to be supplied by Seller and attached hereto as EXHIBIT B (all
such real and personal property hereinafter collectively referred to a" the
"Property" unless the context clearly indicates otherwise).
ARTICLE II
PAYMENT OF PURCHASE PRICE
2.1 PURCHASE PRICE. The total purchase price shall be SEVEN MILLION
FOUR HUNDRED TWENTY FIVE THOUSAND ( $7, 425, 000) DOLLARS as evidenced by cash
or cash equivalent at closing.
2.2 DEPOSIT. ONE HUNDRED THOUSAND ($100,000) DOLLARS to be placed In
escrow at the end of the "Inspection Period.' described in Article VI below.
Said deposit shall be placed in escrow with
Title Company of North Carolina or its authorized agent as an xxxxxxx money
deposit which may be credited against the purchase price or applied an per
Article XI below,
ARTICLE III
TITLE MATTERS
3.1 MARKETABLE TITLE. Seller, shall convey good and marketable title
by General Warranty Deed in the form attached hereto as EXHIBIT C, subject only
to general taxes for the current year not yet due and payable and utility
easements which do not interfere with the present use of the Property and such
Permitted Exceptions that are set forth in Exhibit C attached to
this Agreement. Exhibit C shall set forth all of the Schedule B
Exceptions in addition to Deed of Trust (to be satisfied at Closing),
Subordination, Non-Disturbance and Attornment Agreement dated February 18, 1997
to be eliminated upon payment of above loan), and Memorandum of Lease for Cel
Tower Site dated February 15, 1997.
(A} Title shall be free from any and all liens or mortgages and Seller
shall be responsible for any prepayment penalties necessary to deliver such free
title.
3.2 TITLE DEFECTS; ELECTION TO CURE. Purchaser shall procure a commitment
for Title Insurance, "the commitment". If title is not marketable, except as
stated above in the preceding paragraph, Purchaser shall give written notice of
any defects in title to Seller's, counsel within fifteen (15) days after
Purchaser's receipt of a title report which report shall include copies of
backup documents relating to any title exceptions, a current survey, a flood
zone certification letter and a Surveyor's Certification letter. Seller may, at
its option, elect whether to cure said defects or by written notice to Purchaser
indicate its intention not to cure.
3.3 ELECTION NOT TO CURE DEFECTS. Should Seller elect not to cure
title defects, this Agreement, at Purchaser's option, shall be void. Each party
shall thereupon be released from all obligations hereunder, and all deposits
shall be immediately returned to Purchaser.
ARTICLE IV
PRORATIONS
4.1 INCOME AND EXPENSE ALLOCATIONS. The following shall be prorated,
on a calendar-month basis, to the day of closing: rents and other income from
the Property; operating expenses as actually incurred, including Cel Tower rent.
Real property, business and personal property taxes applicable to the personal
property that is part of the property to be sold pursuant to this Agreement,
shall be prorated on a calendar year basis using the most recent tax rate and
tax valuation applicable to such properties.
4.2 CLOSING COSTS. Seller shall pay the costs of "revenue stamp" on
the deed and the costs of deed preparation and any prepayment penalty harged by
the holders of any existing notes. Each party will pay its attorney's fees and
costs. Purchaser will pay all other closing costs and expenses.
4.3 ALLOCATION OF RENTS. Rents collected by Seller prior to Closing
shall be prorated as agreed in 4.1 above. Purchaser shall apply rents received
after Closing first to payment of the current rent due to Purchaser, then to
delinquent rents due to Purchaser, and last to rents due to Seller as of the
Closing but
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uncollected prior to settlement. Purchaser agrees to use its best efforts in
good faith to collect the amount of any rental arrears from tenants and
Purchaser agrees to remit promptly to Seller any such arrears actually paid by
such tenants to Purchaser. Seller chain retain the right to commence legal
action against a tenant for any delinquent rent apportioned to the Seller.
4.4 Prior Lease Concessions. If Seller has committed to give any
future monetary concessions to tenants under existing leases to which Purchaser
would become liable, then Seller shall pay to Purchaser said amount in a lump
sum at closing. Provided, however, there are tenants in possession who have
leased apartment units at rates lower than current posted rents, but which rents
were at posted rents when the leases were made; and the existence of such
tenancies at such rent rates shall not be deemed a commitment to future monetary
concessions that entitle Purchaser to any deduction at closing.
ARTICLE V
POSSESSION OF THE PROPERTY
5.1 POSSESSION. Possession of the Property shall be delivered ta
Purchaser at closing, subject to the rights of the tenants under existing leases
and rental agreements and the easement rights and possessory rights of utility
companies under easements and lease agreements,
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
6.1 CONDITIONS PRECEDENT. Purchaser's obligation to purchase shaft be
subject to and contingent upon the satisfaction of the following conditions
precedent: provided, such conditions precedent shall for all purposes be deemed
satisfied immediately upon the expiration of the Inspection Period on August 26,
1997 unless Purchaser cancels this contract by written notice prior to such
expiration or extended in writing by both parties:
{A) Receipt by Purchaser of an engineering report of building and
site conditions, satisfactory to Purchaser in its sole discretion, said report
to include in part, a description of any hazardous waste sites, hazardous wastes
Indoor hazardous materials affecting the property. Purchaser shall have fifteen
(l0) days in which to review the reports set forth herein and exercise its right
to reject the Property loaned thereon or the right hereunder shall be deemed
waived.
(B) The receipt by Purchaser of seller documents described in 7.2
below.
(C) On the condition that Sellers representation. and warranties
described in Article VIII below remain true and
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correct.
(D) On the condition that there have been no material or adverse
changes to the property or leases.
(E) Seller acknowledges that Purchaser is a public entity and
that it in required to furnish financial statements to the Securities and
Exchange Commission in connection with this acquisition. Seller agrees to make
the information available for Purchaser to audit the last 12 months of operation
of the Property so that a report can be generated that is in compliance with
accounting Regulation S-X of the Securities and Exchange Commission.
(F) Survey which shall show no encroachments onto the Land from
any adjacent property, no encroachments by or from the Land onto adjacent
property and no violation of or encroachments upon any recorded building lines,
restrictions or easements affecting the Property. If the Survey discloses any
such encroachment or violation, Seller shall have thirty (30) days from the date
of delivery of the survey (with a commensurate extension of the closing date) to
have the Title Insurer issue its endorsement insuring against damage caused by
such encroachment or violation and to provide evidence thereof to Purchaser, and
if Seller fails to or is unable to have the same insured against within such
thirty (30) day period, Purchaser may elect, on or before the Closing Date, to
(i) terminate this Agreement (in which case the Xxxxxxx Money shall be returned
to Purchaser) and neither party shall have any further liability or obligation
to the other hereunder, or (ii) accept the property subject to any such
encroachment or violation.
6.2 INSPECTION. This Agreement shall be further subject to and
contingent upon Purchaser's satisfactory inspection as follows herein below.
6.2.1 PREPARATION FOR INSPECTION. At the execution of this Agreement,
Seller shall deliver to Purchaser copies of the following: The current rent roll
for the. Property; detailed statements of income and expenses with respect to
the Property for the past two years; the most recent tax bills for the Property;
utility bills for the Property for the twelve (12) months previous to the date
hereof; all contract, mortgages, and other documents creating liens of Security
interest on the Property, or any part thereof an all promissory note" secured
thereby; all insurance policies applicable to the Property to include loss runs
for the last five (a) years; Plans and Specifications for the Property, service
contracts, Certificates of Occupancy, to the extent reasonably available; a copy
of the title policy and most recent survey for the Property in its possession. A
copy of any environmental or engineering reports on the property. All theme
items shall be certified by Seller to be accurate and complete to
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the best of its knowledge and belief.
6.2.2 INSPECTION OF BOOKS AND RECORDS; ACCESS. Upon receipt by
Purchaser of all documents requested in the paragraph above, Purchaser, its
employees, agents, and contractors shall have until August 26, 1997 (the
"Inspection Period") to enter upon the Property subject to the rights of the
tenants during normal business hours for the purpose of making physical
inspections thereof, including but not limited to roofs, heating, cooling,
electrical and plumbing systems, swimming pool, appliances, and structural
elements of the buildings. Purchaser shall also be permitted to review all
original leases, expense records, tenant cards and occupancy data available.
Upon the conclusion of the Inspection Period this contract shall be deemed to be
a firm agreement of purchase and sale binding the parties hereto, except as it
may be terminated by other provisions and conditions contained herein,
6.2.3 RIGHT OF TERMINATION DURING INSPECTION PERIOD. If Purchaser is
not satisfied, in its sole and exclusive discretion, with the state of
maintenance and repair of the Property or the rents, occupancy or expenses of
the Property, then notwithstanding anything contained herein to the contrary,
Purchaser shall have the right to terminate this Agreement by giving written
notice to Seller before the end of the Inspection Period, and no party hereto
shall have any further liability to any other party hereto, and all deposits
shall be returned to Purchaser. If Purchaser terminates this Agreement,
Purchaser shall have the duty to promptly return to Seller all documentary
information that Seller has furnished and copies of all reports, surveys and
other documents with respect to the Property that Purchaser has obtained during
the Inspection Period.
6.2.4 TERMINATION OF INSPECTION PERIOD. Notwithstanding anything to
the contrary set forth herein, the Inspection Period shall expire on August 22,
logy or Such other date as the parties may agree to in writing.
6.2.5 "RENT READY". During the "Inspection Period", both Seller and
Purchaser Will inspect an apartment unit at the Property and mutually agree that
said apartment shall be representative of a "rent ready" unit by which all other
units shall be judged for "rent ready" condition at closing. All apartments
vacant for a period of seven (7) days or more prior to closing, are to be in a
Xxxxx ready" condition (as defined above), at the time of closing, containing,
but not limited to the following amenities, i.e., carpet, refrigerator, range,
garbage disposal, heating, garbage disposal, heating, plumbing and electrical
systems. The **parties agree to walk through any apartments vacated seven (7)
days or less prior to closing and further agree to set the financial
remuneration for the cost of making such units "rent ready". Seller and
Purchaser each reserves the right to terminate this
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Agreement if they cannot agree on the financial consideration to be paid for
units which are not "rent ready".
6.2.6 CONDITION OF PERSONAL PROPERTY AT CLOSING. All personal property
included in the sale and all mechanical, electrical, heating, air conditioning,
sewer, water and plumbing systems will be in the same working order at the time
of closing and in the same condition as at the time of the initial inspection by
Purchaser. If Seller fails to make reasonable efforts to conserve the property!
Purchaser shall have the option of waiving Such requirement, in writing, and
proceeding to closing, or Purchaser may void this Agreement and obtain a prompt
return of its deposit.
ARTICLE VII
CLOSING
7.1 CLOSING. Closing will be held on or about August 28, 1997, at such
place and at such time as the parties may agree in Charlotte, NC.
(A) It is agreed by both parties that the closing date set forth
herein is a time of the essence clause, however, either party may request an
adjournment for no more than 7 days.
7.2 SELLER'S DELIVERIES. At closing, Seller shall execute and deliver
to Purchaser the General Warranty Deed referred to in Paragraph 3 hereof and
shall also execute, where necessary, and deliver to Purchaser, the following;
(A) A Xxxx of Sale, with warranty of title transferring the
personal property (as shown in Schedule B) to Purchaser free of all liens,
charges and encumbrances.
(B) Originals or copies of all signed leases and rental
agreements in effect with tenants of the Property.
(C) All security and cleaning deposits made by such tenants.
Seller will give the tenants the required notice of such transfer in compliance
with the laws of North Carolina.
(D) An affidavit of Seller in such form am will cause the Title
Company to omit from the title insurance policy the exclusion relating to
unrecorded mechanic's and materialmen's liens,
(E) A rent roll certified by Seller to be true and correct as of
the date of closing showing the name of, and the amount of monthly rental
payable, by each tenant of the Property, the apartment occupied by the tenant,
the date to which rent has been paid, any advance payment of rent, and the
amount of any escrow, or security deposit of tenant.
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The Purchaser agrees to accept the above rent roll
certification by the Seller as of the 15th of the month, however, the Seller
agrees to execute an affidavit at closing statinq: (i) that there have been no
changes, (ii) the amount of rent actually collected and any rent which is
currently due, (iii) whether any changes in security, and (iv) setting forth any
modifications of the tenants list. This clause "hall survive closing.
(F) An affidavit of Seller that to the best of its information
and belief there are, Oh the date of closing, no unsatisfied judgments,
creditor's claims, tax liens, or pending bankruptcies involving Seller.
(G) Assignments of all Seller's interest in the following: (1)
all assignable licenses, and permits relating to the operation of the Property,
In) the leases and rental agreements with tenants of the Property, (3) the
existing Property telephone number and (4) the business and trade name as set
forth in Par. 1. 1.
(H) Assignments of all warranties and guarantees to the extent
such are still in effect and provide Purchaser with copies of all such
warranties and guarantees that are in Seller's possession without limitation for
all appliances, dishwashers, disposals, refrigerators, heating and air
conditioning units, washers and dryers.
(I) Evidence reasonably satisfactory to Purchaser that all water,
sewer, gas, electric, telephone, and drainage facilities and all other utilities
required by law or by the normal use and operation of the Property are and at
the time of closing will be installed to the property line, are and at the time
of closing will be connected pursuant to valid permits, and are and at the time
of closing adequate to service the Property and to permit full compliance with
all requirements of law and normal usage of the Property by the tenants thereof
and their licensees and invitees.
(J) Consent of Seller's partners to the saleof the Property and
other approvals required under Seller's Partnership Agreement as may be required
by the title company.
(K) Provide documents for the transfer of the telephone,
electric, water and sewer, and gas utilities, as may be required by the utility,
for execution at closing, provided Purchaser shall establish its own deposits
and Seller shall be entitled to any funds it has placed on deposit with utility
companies.
(L) Reasonable evidence of the power and authority of Seller to
enter into and consummate thin agreement to the
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satisfaction of the title company, including but not limited to:
(i) An opinion of Seller's counsel, in a form reasonably
satisfactory to Purchaser and title company, stating that:
(a) The individual(s) executing the deed and related
documents are duly authorized to do all such acts as are necessary to consummate
this sale, without further consent of any other party.
(b) That the partner or officer can bind the Partnership or
Corporation.
(M) Affidavit that Seller has no actual knowledge of the presence
of asbestos and/or any other hazardous material at the Property. This affidavit
shall be limited to the actual knowledge of B.W, Xxxxxx, the Seller's managing
partner.
(N) Seller shall provide a satisfactory and valid written
termination of the management agreement executed by the existing management and
rental agent for the Property, without cost to the Purchaser.
(O) A notice letter to all the residents of the apartment complex
as to change of ownership in the form prepared by the Purchaser.
(P) All such other documents as are normally transferred at
settlement in the jurisdiction in which the property is located or are
reasonably requested by Purchaser or its counsel.
(Q) A representation letter as normally required by auditors for
a public company in the form attached hereto as EXHIBIT E. This clause shall
survive closing for one year.
7.3 PURCHASER'S DELIVERIES. At closing and contemporaneously with the
Seller's compliance with the provisions of Section 7.2, Purchaser shall:
(A) Pay to Seller the cash portion of the purchase price,
adjusted for the prorations herein provided for in Article IV.
(B) Execute and deliver an assumption of obligations under
leases, securities, any contracts which may be accepted by the Purchaser and any
other obligations specifically set forth herein.
(C) Deliver to the Seller a resolution of the Purchaser that:
(i) This Agreement has been dully authorized,
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executed and delivered by the Purchaser and is a valid and
binding agreement of Purchaser, and
(ii) Purchaser has complete unrestricted power to buy the
Property from the Seller and to execute any documents required to effectuate the
transfer,
ARTICLE VI I I
SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 REPRESENTATIONS OF THE PARTIES. Seller warrants (which warranties
"hall not survive settlement unless designated to the contrary) that as of the
date of closing hereof:
(A) That Seller, is the owner in fee simple of the Property and
has the power to convey same. .
(B) That Seller is not subject to any other agreements or
arrangements, with the exception of those contained in any existing mortgage
documents which would prevent Seller from selling the Property to Purchaser.
This Warranty shall survive for one year following closing.
(C) All necessary action has been taken by Seller to authorize
the execution of this Agreement and the performance of the obligations
contemplated hereunder, which are not excluded elsewhere in existing mortgage
documents. This warranty shall survive for one year following closing.
(D) Seller has no actual knowledge and has not been advised in
writing that it is in default under any lease, rental agreement service or
equipment contract, or mortgage or other encumbrances relating to the Property.
This warranty shall survive for one year fallowing closing.
(E) Seller has no actual knowledge of any patent defect in the
Property or any part thereof.
(F) Seller has no actual knowledge of any existing or threatened
litigation Which relates to or which would affect the Property. This warranty
shall survive for one year following closing.
(G) The Property abuts on and has direct vehicular access to a
public road.
(H) All building and other improvement" at the Property are
located entirely within the boundary lines Of the Property.
(I) Seller has no actual knowledge that any part
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of the Property or the operation of the Property, is in violation or may violate
any governmental statute, regulation, ordinance or building code or of any
private restriction, that any governmental authority requires any work to be
done on or affecting the Property r or that any governmental authority has
expressed an intent to condemn or to make special improvements for the benefit
of the Property or any part thereof. This warranty shall survive for one year
following closing.
(J) That to the best knowledge of the Seller, the drainage within
the project is satisfactory and complies in all respects with all government
regulation. This warranty shall survive for one year following closing,
(K) That Seller is not a "foreign person" within the meaning of
the Internal Revenue Code of 19S4, as amended (the "Code"), and that Seller will
furnish to Purchaser prior to closing an affidavit in form satisfactory to
Purchaser confirming the same.
(L} That to the best of Seller's knowledge, the Property was
never utilized as a disposal site for hazardous waste products and will furnish
to Purchaser an affidavit confirming same.
(M) Seller covenants and agrees that, between this date and the
date of closing, Seller shall continue to maintain, operate and manage the
Property in a manner consistent with its prior practices, making every
reasonable effort to do nothing which might damage the reputation of the
Property or the relationships with the tenants. Seller shall not permit the
modification, extension or cancellation of any tenant lease (except in
accordance with the terms of such lease) or any dealing with any tenant other
than the ordinary course of managing the Property, without the prior written,
consent of Purchaser. If the leases of any tenants expire before thirty (30)
days after the date of cloning, Seller shall, up to the date of closing and
without cost to the Purchaser, continue its normal course of operation with
respect to causing tenants to be obtained for apartments which are unrented.
8.2 CONTINUATION OF REPRESENTATIONS. HarrantIee and Covenante to_the
Date of Closing. If each of the warranties set forth in this seation does not
remain true up to and includlog the time of closing as to any material matters,
this Agreement, at Purchaser'= election, shall be terminated, Seller shall
return all payments made by Purchaser, or Purchaser may elect to close the sale
and waive failure of the warranties.
8.3 BREACH OF REDRESENTATIONS. warranties and Covenants.
Notwithstanding the provisions of 8.2 above, Seller shall indemnify Purchaser
for all reasonable costs incurred a" a result of the failure of any of Seller'
representations,
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warranties or covenants contained herein to remain true as of the date of
closing,
8.4 LIMITATIONS ON SCONE OF REPRASENTATIONA AND WARRANTIES. After the
Closing, Seller shall have no obligations to Purchaser: (i) with respect to any
representations or warranties except those contained in the deed of conveyance,
the Xxxx of Sale, other documents delivered under 7.2 and the lettered
subsections of Section 8.1 that expressly survive the Closing (the 'isurviving
Representations and Warranties"), and (ii) as to such Surviving Representations
and Warranties, Seller's obligation to indemnify and save Purchaser shall only
arise if such Surviving Representations and Warranties are materially untrue and
Purchaser incurs actual loss as a result thereof.
ARTICLE IX
CONDEMNATION; RISK OF Loss
9.1 PROPERTY DAMAGE. If, prior to closing, any part of the Property is
damaged by fire or other casualty, Seller shall repair such damage before the
date provided herein for closing. If such damage cannot be repaired by such
time, this Agreement may be canceled at the option of the Purchaser. In the
event of cancellation as aforesaid, this Agreement shall become null and void
and the parties shall be released and all payments made shall be returned.
Should Purchaser elect to carry out this Agreement despite such damage Seller
shall assign to Purchaser all insurance proceeds and any deductible arising from
such damage and will compensate Purchaser for lost rent collections to the
extent of insurance proceeds received, Seller shall promptly notify Purchaser in
writing upon the occurrence of any such damage.
9.2 CONDEMNATION. In the event of any actual or threatened taking,
pursuant to the power of eminent domain, all or any part thereof, or any actual
or proposed sale in lieu thereof, the Seller shall give written notice thereof
to the Purchaser promptly after Seller learns or receives notice thereof. Upon a
taking of a material part of the Property (any part of the building or more than
51 of the parking area), Purchaser may elect to either (a) terminate this
Agreement, in which event the Deposit shall be immediately returned to Purchaser
and all other rights and obligations of the parties hereunder shall terminate
immediately, or (b) to waive its right to terminate this Agreement and proceed
to closing, in which event all proceeds, awards and other payments arising out
of such condemnation or sale (actual or threatened) shall be paid to the
Purchaser at closing, if such payment has been received or Seller shall assign
to Purchaser the rights to such payments.
9.3 RISK OF LOSS. Prior to closing, all risks of loss or damage by
every casualty shall be borne by the Seller.
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ARTICLE X
BROKER'S COMMISSION
10.1 COMMISSION. Seller agrees to pay a brokerage fee to XxXXXXX
PROPERTIES, pursuant to a separate agreement between Seller and Brokers. Said
brokerage fee shall be deemed earned if, and only if, settlement occurs
hereunder, and shall not be deemed earned even if Purchaser and/or Seller
wrongfully fail(s) to consummate the purchase and sale herein contemplated.
Purchaser shall not be obligated for any brokerage fees to XxXXXXX PROPERTIES,
and Seller agrees to hold Purchaser harmless in connection with such fees.
Seller and Purchaser represent and warrant to each other that no other brokerage
fees are or shall be owing in connection with this transaction or in any way
with the Apartments and Seller and Purchaser hereby indemnify and hold the other
harmless from any and all claims of any other person so claiming.
ARTICLE XI
DEFAULT
11.1 DEFAULT DEFINED. Default for the purpose of this Agreement shall
mean any failure by Seller or Purchaser to fulfill all the terms, conditions and
covenants contained herein, however, it shall not be an event of default for
either party to exercise its rights to terminate this contract as contained in
other provisions herein.
11.2 SELLERS DEFAULT. Upon Seller's default, the Purchaser, at it's
election, may either (1) require specific performance of Seller, or pursue its
other remedies at law or equity, (2) cancel this Agreement and obtain a prompt
return of the deposit, in which case this Agreement shall be terminated and the
parties released from all obligations hereunder, or (3) the Purchaser may waive
such defaults and proceed to settlement. Seller shall indemnify Purchaser for
any reasonable costs incurred by Purchaser if Purchaser elects to pursue its
option (1) noted above, to include reasonable attorney fees.
11.3 PURCHASER'S DEFAULT. Upon Purohaser's default, this Agreement
shall be terminated and both parties released from all obligations hereunder,
and the deposit shall be retained by the Seller as liquidated damages. Seller
shall have no other remedy against Purchaser in the event of Purchaser's
default.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties; it supersedes all previous agreements and
representations which are deemed merged herein and may not be modified except in
writing.
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12.2 ASSIGNMENT. Purchaser may assign this Agreement without the
consent of Seller to CORNERSTONE REALTY INCOME TRUST, INC.
12.3 SEVERABILITY. If any provision, sentence, phrase or word of this
Agreement or the application thereof to any person or circumstance shall be held
invalid, the remainder of this Agreement or the application of such provision,
sentence, phrase, or word to persons or circumstances, other than those as to
which it is held invalid, shall remain in full force and effect.
12.4 BINDING-EFFECT. The parties to the Agreement mutually agree that
it shall be binding upon and inure to the benefit of their respective heirs,
representatives, successors in interest and assigns.
12.5 CONTROLLING LAW. It is the intent.of the parties hereto that all
questions with respect to the construction of this Agreement and the rights and
liabilities of the parties shall be determined in accordance with the provisions
of the laws of the State set forth in Par. 1.1.
12.6 COUNTERPARTS. To facilitate execution, this Agreement may be
executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear in each counterpart
hereof, and it shall be sufficient that the signature on behalf of both parties
hereto appear on one or more such counterparts. All counterparts shall
collectively constitute a single contract. 12.7 Incorporation by Reference. All
of the Exhibits referred to herein and/or attached hereto Shall be deemed to
constitute a part of the Agreement.
12.8 HEADINGS. The headings of the Articles and sections hereof are
inserted for convenience only and shall not be deemed to constitute a part of
the Agreement.
12.9 CONSTRUCTION OF CONTRACT. Each party hereto have reviewed and
revised (or requested revisions of) this Agreement, and therefore the normal
rule of construction that any ambiguities are to be resolved against a
particular party shall not be applicable in the construction and interpretation
of this Contract or any amendments or exhibits hereto.
12.10 CONFIDENTIALITY. The parties; shall keep confidential the
existence of this Agreement, the transaction" described herein, and all
information obtained from the other party both during and subsequent to the
transaction. However, the covenants contained in this paragraph shall not apply
in respect to any information which (a) was already known to either party when
such information was received from the other, (b) was readily
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available to the general public at the time of such receipt, (c) subsequently
becomes known to the general public through no fault or omission by the other
party, (d) is subsequently disclosed by a third party which has the bona fide
right to make such disclosure, or (e) is required to be disclosed by law or a
governmental agency.
This clause shall survive closing.
12.11 EXHIBITS. The following exhibits are attached to this Agreement
and are incorporated into this Agreement by this reference and made a part
hereof for all purposes:
(a) EXHIBIT A, the legal description of the Land.
(b) EXHIBIT B, list of personal property.
(c) EXHIBIT C, the form of Deed.
(d) EXHIBIT D, the form of the Assignment and Assumption of Personal
Property, Service Contracts, Warranties and Leases.
(e) EXHIBIT E, the form of the Representation Letter.
ARTICLE XIII
NOTICE
13.1 NOTICE. All notices required or permitted to be given under this
Agreement shall be in writing and shall be sent or delivered to the address set
forth below (or such-other address as may be hereafter specified in writing):
To Seller: Italian Investment Company
c/o X.X. Xxxxxx
000 Xxxxx XxXxxxxx Xx., Xxxxx 0000
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
With a copy to
Seller's Attorneys: Xxxxxxx X. Xxxxxxx, Esq. 0000
Xxxxxxxxxxxx Xx., Xxxxxxxxx, XX 00000
000 X. Xxxx Xxxxxx
Fax: (000) 000-0000
To Purchaser: Xx. Xxx Xxxxxxxx
Cornerstone Realty Group, Inc.
000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000
Fax: (000) 000-0000
With a copy to
Purchaser's Attorneys: Xxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Taubenfeld
000 Xxxxxxxx Xx., X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
14
-and-
Xxx Xxxxxx, Esq.
Xxxxxxx, Xxxxxx & Xxxxxxx
5OO UCB Plaza
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax: (000)000-0000
13.2 DELIVERY OF NOTICE. Notices sent either by Registered or
Certified Mail, Return Receipt Requested, or bar overnight express mail shall be
deemed given when deposited in the United States Mail, postage prepaid,
delivered to a reliable overnight courier or by facsimile transmission, provided
in the case notice is by facsimile, it shall not be effective unless concurrent
notice is given by one of the other two permitted methods, Notices sent in any
other manner shall be deemed gibbon only when actually delivered at the
specified address.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed this day and date first written above.
SELLER:
ITALIAN INVESTMENT COMPANY,
By: X. Xxxxxxxxx Bollos QTIP Trust for Xxxxxxxx Xxxxxx
under agreement dated January 15, 1987, Joint Venturer
By: /s/ X.X. Xxxxxx
-----------------------------------
X.X. Xxxxxx, Trustee
And
/s/ X.X. Xxxxxx
By: -----------------------------------
X.X. Xxxxxx, Joint Venturer
PURCHASER:
CORNERSTONE REALTY GROUP, INC.
By: /s/ X. X. Xxxxxxx
-----------------------------------
Its: SVP
-----------------------------------
15
