PURCHASE AGREEMENT
RE: PROJECT 47
THIS PURCHASE AGREEMENT (this "Agreement") is made as of March 20 , 1995
(the "date of this Agreement") between ANGELES PARTNERS XIV, a California
limited partnership ("Seller") and ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ PARTNERS, an Ohio general
partnership ("Purchaser").
Section 1. Description of Property: Agreement of Purchase and Sale.
1.1 Purchase and Sale; Property. Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase and pay for, upon the terms and
conditions contained in this Agreement, the following:
1.1.1 The parcel of land located in the City of Vandalia, Montgom-
ery County, State of Ohio, as more particularly described in Exhibit A (the
"Land"), together with any interest of Seller in any alleys, strips or gores of
land, if any adjoining the Land.
1.1.2 An office/industrial building containing approximately
240,600 square feet of gross area and all other buildings, structures, appurte-
nances, landscaping and other improvements on the Land (the "Improvements") (the
land and improvements are referred to as the "Premises");
1.1.3 Any building supplies, fuels, intangible rights wherever
located including, but not limited to, all plans and specifications, surveys,
studies and drawings related to the Premises, all transferable permits and
licenses and all warranties and guarantees of contractors, suppliers and
manufacturers, all fixtures, machinery and equipment, heating, ventilating and
air conditioning equipment and systems, plumbing and electrical equipment and
systems, furnishings, furniture, alarm systems, sprinkler systems and all other
tangible and intangible personal property that is owned by Seller and attached
to, appurtenant to or located in or used in connection with the operation,
management or maintenance of the Premises (all of the foregoing being collec-
tively referred to as the "Personal Property");
1.1.4 All right, title and interest of Seller in and to any air
rights, riparian rights, easements, right-of-way, rights of ingress or egress,
licenses or other interests in or to any land, highway, street, road or avenue,
open or proposed, in, on, across, abutting or adjoining, the Land.
1.1.5 Any and all other rights, privileges and appurtenances owned
by Seller and in any way related to, or used in connection with, the operation,
management, or maintenance of the Premises and/or the Personal Property; and
1.1.6 All right, title and interest of Seller in and to any
condemnation award or proceeds of insurance made or to be made in respect of the
Premises, the Personal Property or any of the other interests described above.
1.1.7 All right, title and interest of Seller in and to all rents,
income, revenues, issues and profits, leases and rental agreements affecting or
pertaining to the Premises or any part thereof.
The term "Property" as used in this Agreement shall mean all property,
whether real or personal, tangible or intangible, set out in this Section 1.1.
Section 2. Purchase Price.
2.1 Purchase Price. The total purchase price for the Property shall be
$4,192,500.00 (the "Purchase Price), payable at the time of Closing by wire
transfer of immediately available Federal Reserve System funds to such account
or accounts as Seller and the holders of liens on the Property shall direct.
Section 3. Documents and Inspections.
3.1 Seller's Deliveries. Upon execution of this Agreement to the extent
not previously delivered, Seller shall deliver to Purchaser correct copies of
each of the following documents and materials:
3.1.1 All of the agreements, oral or written, formal or informal,
actually known by Seller to pertain to the ownership, management, maintenance
and operation of the Property other than agreements entered by the Manager,
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Realty, Inc., as manager of the property.
3.1.2 All plans, specifications and blueprints pertaining to the
Improvements that are in Seller's possession.
3.1.3 All certificates of occupancy, licenses, permits, authoriza-
tions and approvals, issued by all governmental authorities having jurisdiction
over the Property, together with copies of all certificates issued by any local
board of fire underwriters (or other body exercising similar functions), if
available.
3.1.4 All leases and rental agreements relating or pertaining to
the Property or any part thereof other than those which are in the possession of
the Manager.
3.2 Entry for Inspection. Immediately upon the execution of this
Agreement and thereafter continuously through the date of Closing, Seller shall
make the Property available for inspection by Purchaser, and Purchaser's agents,
employees and contractors. During that time, Purchaser may, at Purchaser's sole
risk and expense, undertake a complete physical inspection of the Property as
Purchaser deems appropriate. Purchaser agrees to indemnify and save Seller
harmless against all liabilities, claims, damages, penalties, costs and expenses
incurred by or asserted against Seller in connection with or arising out of the
entry upon the Premises by Purchaser or Purchaser's employees, agents, or
contractors. This obligation shall survive the consummation or termination of
this Agreement.
3.3 Inspection Period. Purchaser shall have until the date of Closing
(the "Inspection Period"), in which to determine whether the condition and
suitability of the Property and all of the items delivered to Purchaser pursuant
to Section 3.1 are satisfactory to Purchaser. If the Property or any of such
items is not satisfactory to Purchaser, Purchaser may elect not to purchase the
Property by sending written notice of termination to Seller, postmarked not
later than the date of Closing. In such event, this Agreement shall terminate
and neither party shall have any further rights or obligations under this
Agreement other than those rights and/or obligations that are expressly stated
to survive expiration or termination of this Agreement.
Section 4. Title and Survey.
4.1 Title; Deed. Prior to Closing, Purchaser shall obtain a commitment
for an Owner's Policy of Title Insurance (the "Commitment") issued by Chicago
Title Insurance Company (the "Title Company") and dated as of a current date,
pursuant to which the Title Company shall commit to issue to Purchaser an ALTA
Owner's Policy of Title Insurance, in the amount of the Purchase Price, with all
printed General Exceptions of Schedule B of the title policy form deleted,
insuring in Purchaser marketable fee simple title to the Premises, subject only
to the "Permitted Exceptions" as defined below. At the Closing, and as a
condition to Purchaser's obligations under this Agreement, the Title Company
shall deliver to Purchaser the policy of title insurance in accordance with the
Commitment. At Closing, Seller will convey the Premises to Purchaser by
transferable and recordable limited warranty deed, conveying marketable title to
Purchaser, or its nominee, free and clear of all defects, liens, claims,
encumbrances, easements, restrictions, covenants, conditions, encroachments,
assessments (general or special) or any other exceptions, including but not
limited to the printed General Exceptions of Schedule B of the title policy
form, except for the following (the "Permitted Exceptions"):
(a) All legal highways.
(b) Zoning, building and other laws, ordinances, codes and
regulations;
(c) Easements, rights-of-way, covenants and restrictions of
record, to the extent that such easements, right-of-way, covenants
and restrictions do not interfere with, obstruct, or otherwise
impair, in Purchaser's sole judgment, Purchaser's current or in-
tended future use and enjoyment of the Premises or Purchaser's plans
for the future development of the Premises; and
(d) Installments of real estate taxes and assessments which
are a lien upon the Premises, but not yet due and payable.
Any mortgage or other monetary lien on the Property is to be discharged and paid
by Seller at the time of Closing.
4.2 Survey. Prior to Closing, Purchaser (at Seller's cost) shall obtain
such survey ("Survey") as is reasonably necessary to cause the title insurer to
delete the survey exception from the title insurance policy and to satisfy the
requirements of Purchaser's lender, if any, certified to Purchaser, the title
insurer, and Purchaser's lender, if any, showing all improvements, easements,
roads, highways, and other restrictions affecting the Property.
4.3 U.C.C. Searches. Prior to Closing, Purchaser shall obtain current
searches of all uniform commercial code financing statements filed with the
Secretary of State of Ohio and the County Recorder's Office in ▇▇▇▇▇▇▇▇▇▇
County, Ohio, against Seller and against all prior owners of the Property during
the past six (6) years. Such searches shall reveal that there are no claims or
liens against any of those parties encumbering the Property. If claims or liens
are revealed that do or could encumber the Property, then the cure and termina-
tion election provisions set forth below shall apply.
4.4 Defects and Cure.
4.4.1 The Commitment, the Survey and the uniform commercial code
searches described in Sections 4.1 through 4.3 are referred to as the "Title
Evidence." Purchaser shall notify Seller of Purchaser's disapproval of any
matter contained in the Title evidence promptly after Purchaser's receipt of all
of the Title Evidence and copies of the documents referred to in the Title
Evidence as exceptions or exclusions from coverage. Except for real estate
taxes that are to be prorated at Closing and mortgages and other monetary liens
which, in any event and notwithstanding anything hereinafter to the contrary,
shall be discharged and paid at Closing, Purchaser's failure to so notify Seller
of disapproval of any matter shall be deemed approval of that matter. If the
Title Evidence discloses, with respect to the Survey, conditions that will
adversely affect Purchaser's current or future use or enjoyment of the Premises
or Purchaser's plans for the future development of the Premises, with respect to
the Title Commitment, matters other than the Permitted Exceptions, or with
respect to the Uniform Commercial Code searches, liens or claims (collectively,
"Defects"), those Defects shall, as a condition to Purchaser's obligations under
this Agreement, be cured or removed from the Title Evidence prior to or at
Closing, which shall take place on the date specified in Section 7. If Seller
fails to cure and remove all Defects within fifteen (15) days after written
notice, this Agreement (1) may be terminated, at Purchaser's election, by
written notice given to Seller within ten (10) days after expiration of the
period allowed for cure, and at Purchaser's option, closing shall be extended
until such date; or (2) Purchaser may, at its sole election, proceed to close
this transaction notwithstanding such defects. Upon termination, neither party
shall have any further rights or obligations under this Agreement other than
those rights and/or obligations that are expressly stated to survive consumma-
tion or termination of this Agreement.
Section 5. Purchaser's Conditions to Closing.
The obligation of Purchaser to close the transaction contemplated by this
Agreement is subject to the following conditions, inserted for Purchaser's
benefit and which may be waived by Purchaser at its sole option by notice to
Seller.
5.1 The representations and warranties contained in Section 6 of this
Agreement shall be true on the date of Closing in all material respects as
though those representations and warranties were made on that date.
5.2 Seller shall not have breached any material affirmative covenant
contained in this Agreement to be performed by Seller on or prior to the date of
Closing.
5.3 Purchaser shall have either affirmatively approved or shall have been
deemed (pursuant to the provisions of Sections 3 and 4) to have approved all of
the matters set forth in Sections 3 and 4 in respect to which Purchaser has,
under provisions of this Agreement, a right of inspection and/or approval; or,
in the event Purchaser has delivered written objections to Seller in respect to
any of those matters, Seller has remedied Purchaser's objections prior to
Closing in the manner and within the time period provided in this Agreement, or
Purchaser has waived same in writing.
5.4 Seller shall have timely delivered to Purchaser in satisfactory form
the documents and all other times referred to in Section 7 below.
5.5 The Title Company shall at Closing have delivered or irrevocably
committed itself in writing to deliver the Title Policy described in Section
4.1.
5.6 Seller shall have obtained the consent of holders of mortgages on the
Property, to the sale of the Property on the terms and conditions set forth in
this Agreement and the agreement of such parties to release their respective
liens against the Property at Closing in any case where such mortgage is not
being paid in full.
5.7 Purchaser shall determine that all legal highways do not interfere
with, obstruct, or otherwise impair, in Purchaser's sole judgment, Purchaser's
current or intended future use and enjoyment of the Property or Purchaser's
plans for future development of the Property.
5.8 Purchaser shall have received an environmental assessment satisfac-
tory to Purchaser, as Purchaser in its sole discretion shall determine, evidenc-
ing that no condition of or concerning the Property causes or creates a situa-
tion or matter which violates or is not in compliance with any law, rule or
regulation or ordinance which relates to protection of the environment or which,
in Purchaser's sole judgment, would cause Purchaser to incur significant costs
to correct any such matter, or to investigate such matter further to determine
the potential impact thereof.
If any of these conditions is not satisfied or waived, or the time periods
for satisfaction extended by Purchaser in its sole discretion, Purchaser shall
have the right to terminate this Agreement by notice to Seller no later than the
date of Closing or such earlier time as may be provided above. In the event of
termination, neither party shall have any further rights or obligations under
this Agreement other than those rights and/or obligations which are expressly
stated to survive consummation or termination of this Agreement.
5.9 Seller shall have obtained financing in the amount of not less than
$2,200,000.00 on terms no less favorable than those generally prevailing for
commercial loans of similar size and on similar types to commercial property as
the Premises to a borrower of similar creditworthiness as Purchaser. Purchaser
agrees to promptly apply for and delinquently proceed to obtain such financing.
The closing of this transaction is contingent upon Purchaser's lender funding
said loan.
Section 6. Representations, Warranties and Covenants.
6.1 Seller's Representations, Warranties and Covenants. Seller
represents, warrants and covenants to Purchaser as to the following matters, and
shall be deemed to remake all of the following representations, warranties and
covenants as of the date of Closing without further action on its part.
6.1.1 The execution and delivery of this Agreement by Seller, the
execution and delivery of every other document and instrument delivered pursuant
to this Agreement by or on behalf of Seller, and the consummation of the
transactions contemplated by this Agreement have been duly authorized and
validly executed and delivered by Seller, and will not (a) constitute or result
in the breach of or default under any written agreement to which Seller is a
party or which affects the Property; (b) constitute or result in a violation of
any order, decree or injunction with respect to which Seller and/or the Property
is bound; (c) cause or entitle any party to have a right to accelerate or
declare a default under any written agreement to which Seller is a party or
which affects the Property; and/or (d) violate any provision of any municipal,
state or federal law, statutory or otherwise, to which Seller or the Property
may be subject.
6.1.2 No attachments, execution proceedings, liens, assignments or
insolvency proceedings are pending or, to the actual knowledge of Seller,
threatened against Seller or the Property or contemplated by Seller, except such
liens as may be specifically disclosed in the Commitment, which shall be
released at Closing. Seller is not contemplating the institution of insolvency
proceedings.
6.1.3 Seller is not a party to any collective bargaining agreement
as to any employees who are engaged by Seller with regard to the operation and
maintenance of the Property. Purchaser is assuming no responsibilities or
obligations whatsoever relative to any employees engaged by Seller with regard
to the operation and management of the Property, and Seller indemnifies Pur-
chaser from and against any and all obligations and other matters relative to
such employees, whether arising or accruing before or after the date of Closing.
6.1.4 Between the date of this Agreement and the date of Closing,
no part of the Property will be sold, encumbered or transferred in favor of or
to any other party whatsoever.
6.1.5 There are no purchase contracts, options or any other
agreements of any kind, oral or written, by which any person or entity other
than Seller will have acquired or will have any basis to assert any right, title
or interest in, or right to possession, use, enjoyment or proceeds of, any part
or all of the Property other than tenants of the Property, the leases and rental
agreements of which have been previously disclosed to Purchaser and which do not
contain any option to purchase the Property or any part thereof.
6.1.6 Seller is a limited partnership duly organized and validly
existing under California law and qualified to own property and transact
business in Ohio, and the person(s) signing this Agreement on behalf of Seller
have the power and authority to enter into and perform this Agreement in
accordance with its terms; and at Closing Seller's execution and delivery of
this Agreement and the consummation of this transaction by its general partners
will have been duly authorized by all appropriate actions and proceedings.
Evidence by Seller of the foregoing representations reasonably satisfactory to
Purchaser's counsel shall be delivered at Closing, which evidence may include,
but not be limited to, an opinion of Seller's counsel with respect to the
foregoing matters.
6.1.7 Seller owns good record and marketable, fee simple title to
the Premises in recordable form, free and clear of any and all mortgages (except
mortgages to be paid or released at closing), liens, encumbrances, claims,
charges, equities, covenants, conditions, restrictions, easements, rights-of-
way, or other matters, whether or not of record, except real estate taxes and
assessments which are not yet due and payable, and such easements, rights-of-way
and covenants of record as do not materially impair Purchaser's ability to use
the same for office purposes and tenant's rights as disclosed to Purchaser.
6.1.8 Hazardous Materials. Seller represents and warrants to
Purchaser that it has not received written notice from any federal, state or
local governmental agency regarding Hazardous materials (as defined below) on,
in, under or affecting the Property. Seller further represents and warrants to
Purchaser that, to the best of Seller's knowledge, there has been no spill,
release, discharge or disposal of Hazardous Materials on, in, under or affecting
the Property. Seller further represents and warrants that, to the best of its
knowledge, the soil and groundwater are not contaminated with Hazardous Materi-
als. As used in this Agreement, the term "Hazardous Materials" means any
hazardous or toxic substance, materials or waste which is or becomes regulated
by any local governmental authority, any agency of the State of Ohio, or any
agency of the United State Government. The term "Hazardous Materials" includes,
without limitation, any material or substance which is (i) designated, defined
or listed as a "hazardous substance" pursuant to the Federal Water Pollution
Control Act (33 U.S.C. 1251, et seq.), the Federal Resource Conservation and
Recovery Act (42 U.S.C. 9601, et seq.) or the Hazardous Materials Transporta-
tion Act (49 U.S.C. 1801, et seq.); (ii) petroleum and any petroleum by-
products; (iii) asbestos; or (iv) polychlorinated biphenyls.
6.3 No Other Representations. Except as is expressly provided in their
Agreement, Purchaser acknowledges that neither Seller nor any agent, attorney,
employee or representative of Seller has made any representations as to the
physical nature or condition of the Property.
6.4 Survival. All of the representations, warranties and covenants made
by Seller in Section 6.2 and elsewhere in this Agreement shall survive Closing
for a period of one (1) year, except for the environmental representations,
warranties and covenants which shall survive indefinitely. Unless Purchaser
delivers notice to Seller of a breach of representation, warranty or covenant
contained in Section 6.1 or elsewhere in this Agreement (other than a matter
which relates to an environmental representation or warranty) within one (1)
year of the date of Closing, the representation, warranty or covenant shall be
of no further force or effect. Notwithstanding the foregoing, the covenants of
general warranty contained in Seller's deed shall survive indefinitely.
Section 7. Closing and Transfer of Title.
7.1 Closing. The parties agree to consummate this purchase and sale and
the transaction contemplated hereby ("Closing") on April 28, 1995, Eastern
Standard Time, in the offices of the Title Company in Dayton, Ohio, or at such
other date and time as may be agreed upon by the parties. Purchaser and Seller
agree to work toward an earlier Closing if conditions precedent to Closing can
be reasonably accomplished by such earlier date.
7.2 Seller's Documents; Other Deliveries. At Closing, Seller shall
execute and/or deliver to Purchaser the following:
7.2.1 A limited warranty deed to the Premises in accordance with
Section 4.1, conveying marketable title in recordable form to the Premises to
Purchaser (or its nominee) free, clear and unencumbered, subject, however, to
the Permitted Exceptions.
7.2.2 A ▇▇▇▇ of Sale with full warranties of title, conveying the
Personal Property to Purchaser.
7.2.3 An assignment of all warranties and guarantees with respect
to the Property.
7.2.4 An assignment of all leases and rental agreements concerning
the Property or any portion thereof.
7.2.5 Releases of all mortgages liens which are liens against the
Premises.
7.2.6 All other documents and instruments referred to in this
Agreement which are to be delivered to Purchaser.
7.2.7 An assignment of all permits, licenses and certificates and
authority granted to Seller for the ownership occupation and operation of the
Property.
7.2.8 All of the Personal Property.
7.2.9 Documents satisfactory to Purchaser and the Title Company,
indemnifying Purchaser and the Title Company from all liability and expense,
including attorneys' fees, in connection with unfiled mechanics' liens in the
event of any work being completed or performed, or material being furnished, at,
on, or about the Property within ninety (90) days of the date of Closing.
7.2.10 The originals of all blueprints, construction plans,
specifications and plats for all of the Improvements or Seller's rights to any
of the foregoing that are held by third parties, if available.
7.2.11 An owner's affidavit as to mechanics' liens, persons in
possession of the Premises, unrecorded agreements, and such other matters
required by the Title Company as a condition to its deletion of the printed
General Exceptions relating to such matters from the title policy.
7.2.12 All consents that may be required from any third person or
entity in connection with the sale of the Property.
7.2.13 Such evidence of Seller's due authorization of this agree-
ment and the transactions as contemplated hereby in form and substance as shall
comply with the requirements forth in Section 6.1.6.
7.2.14 Such other documents or instruments as may be reasonably
required by Purchaser, required by other provisions of this Agreement, or as may
be reasonably necessary to effectuate Closing, including, but not limited to, a
closing statement and affidavit of non-foreign status. All of the documents and
instruments to be delivered by Seller shall be in form and substance reasonably
satisfactory to counsel for Purchaser.
7.3. Purchaser's Documents. At Closing, Purchaser shall execute and/or
deliver to Seller the following documents:
7.3.1 An assignment of leases and rental agreements, as described
in 7.2.4 hereof, and which shall include Purchaser's assumption of the obliga-
tions of the Lessor thereunder.
7.3.2 Such other documents and instruments as Seller or the Title
Company shall reasonably request in order to consummate this transaction, or as
may be reasonably necessary to effectuate Closing, including, but not limited
to, a closing statement.
Section 8. Possession.
Seller shall deliver possession of the Property to Purchaser at Closing.
Section 9. Prorations and Expenses.
9.1 Proration of Real Estate Taxes and Assessments. At or prior to
Closing, Seller shall pay all real estate taxes and assessments on the Property,
including all penalties, which become due and payable prior to the date of
Closing. The Seller shall be responsible for payment of the December, 1994
installment of real estate taxes and assessments, for which bills have not yet
been issued, but which are due. The June, 1995 installment of real estate taxes
(due and payable in approximately July, 1995) and assessments which are a lien
for the year in which the Closing occurs shall be prorated as of the date of
Closing, based upon the most recent tax bills issued by the Treasurer of
▇▇▇▇▇▇▇▇▇▇ County, Ohio, in accordance with the ▇▇▇▇▇▇▇▇▇▇ County, Ohio so-
called "short form" method of proration. Purchaser shall pay the June, 1995
installment of real estate taxes and all installments thereafter. In the
proration herein provided, appropriate adjustments shall be made to account for
any portion of such real estate tax proration which is pursuant to lease or
rental agreement to be paid by tenants of the Property.
9.2 Utility Expenses; Miscellaneous Expenses. Final reading on all gas,
water and electric meters shall be made as of the date of Closing, if possible.
Seller shall be responsible for all charges for consumption of utilities prior
to the date of Closing and Purchaser shall be responsible for utility charges
from and after the date of Closing. Any deposits made by Seller with utility
companies shall be returned to Seller. Purchaser shall be responsible for
making all arrangements for the continuation of utility services. The parties
will prorate, as of the date of Closing, any miscellaneous income and expenses
related to the Property, including, but not limited to, rents and other amounts
due under any leases affecting the property.
9.3 Security Deposits. Seller shall turn over to Purchaser all security
deposits which Seller holds in connection with the Property at Closing, and
Purchaser shall thereafter be responsible therefor and shall indemnify and hold
Seller harmless in connection therewith.
9.4 Estimates. All items that are not subject to an exact determination
shall be estimated by the parties. When any item so estimated is capable of
exact determination after Closing, the party in possession of the facts neces-
sary to make the determination shall send the other party a detailed report on
the exact determination and the parties shall adjust the prior estimate within
ten (10) days after both parties have received the reports. Either party will
be entitled, at its expense, to audit the records supporting the determination
made. All prorations shall be made as of 11:59 p.m. on the day prior to the
date of Closing. In all events, any adjustment which is to be made shall be
made not later than 60 days after the Closing Date. If the adjustment is not
capable of being made within such 60-day period, the estimate utilized at
closing adjusted for any information learned during the 60-day period shall be
conclusively deemed to be the final and correct determination of such matter as
between the parties hereto. Purchaser and Seller agree to use reasonable and
good faith efforts to obtain all information necessary to make final determina-
tions within the 60-day time period provided hereby and to disclose any such
information as and when learned promptly to the other party.
Section 10. Condemnation or Casualty.
10.1 Condemnation. If between the date of this Agreement and the date of
Closing all or any portion of the Property is taken or is made subject to
condemnation, eminent domain or other governmental or quasi-governmental
acquisition proceedings, then the following provisions shall apply. In the
event Seller receives a written notice from any governmental or quasi-governmen-
tal authority with powers of eminent domain to the effect that a condemnation as
to any portion or all of the Property is pending or contemplated, Seller shall
notify Purchaser promptly after receipt of the notice. If the proposed or
pending condemnation is one that could reasonably be expected to render any
portion of the Premises untenantable, then Purchaser may, upon receipt of notice
of the event, cancel this Agreement at any time prior to Closing, in which event
neither party shall have any further rights or obligations under this Agreement
other than those rights and/or obligations which are expressly stated to survive
expiration or termination of this Agreement. In the event that Purchaser shall
not elect to terminate, then this Agreement shall remain in full force and
effect, and Seller shall be entitled to all monies received or collected prior
to the Closing by reason of the condemnation. In that event, this transaction
shall close in accordance with the terms and conditions of this Agreement except
that there will be an abatement of the Purchase Price equal to the amount of the
gross proceeds received by Seller, less reasonable out-of-pocket costs and
reasonable attorneys' fees expended by Seller. If, however, Seller has not
received any proceeds by reason of such condemnation prior to the Closing and
Purchaser does not elect to terminate Purchaser's obligations under this
Agreement, then the Closing shall take place without abatement of the Purchase
Price, and Seller shall assign and transfer to Purchaser at Closing by written
instrument all of Seller's right, title and interest in any condemnation awards,
less, however, the amount required to reimburse Seller for any of the out-of-
pocket costs and reasonable attorneys' fees expended by Seller prior to the date
of Closing.
10.2 Casualty. In the event of substantial loss or damage to the
Property prior to the Closing by fire or other casualty, Purchaser may, at any
time after receipt of notice or knowledge of that event, cancel this Agreement,
in which event neither party shall have any further rights or obligations under
this Agreement other than those rights and/or obligations which are expressly
stated to survive expiration or termination of this Agreement. In the event
that Purchaser shall not elect to terminate, or if the loss or damage is not
"substantial," then this Agreement shall remain in full force and effect and
Purchaser shall proceed to close and take the Property as damaged, in which
event Purchaser shall be entitled to receive the insurance proceeds payable on
account of such loss or damage plus a credit against the purchase price equal to
the amount of any deductible, co-insurance or self insurance carried by Seller,
so that Purchaser shall receive, in effect, the full replacement cost of the
loss or damage, as the cost is determined in the settlement with the insurer, or
if there be no insurer, then based upon the actual costs or reasonable estimates
of actual costs, as the parties shall reasonably agree, to completely and fully
repair and replace such loss or damage. Seller and Purchaser shall each be
entitled to participate in the settlement. As used in this Section 10.2, the
term "substantial loss or damage" means any loss or damage resulting to the
Property which the parties reasonably estimate will cost $100,000 or more to
repair or restore.
Section 12. Default.
If the closing is not concluded due to failure of Purchaser to perform its
obligations under this Agreement, Seller may terminate this Agreement by written
notice to Purchaser, after which neither party shall have any further rights or
obligations under this Agreement other than such rights or obligations that are
expressly stated to survive consummation or termination of this Agreement.
If the closing is not concluded due to failure of Seller to perform its
obligations under this Agreement, Purchaser, at its option, may (a) elect to
enforce the terms of this Agreement by action for specific performance or (b)
terminate this Agreement by written notice to Seller, after which neither party
shall have any further rights or obligations under this Agreement other than
such rights or obligations that are expressly stated to survive consummation or
termination of this Agreement.
Section 13. Broker.
Each party represents and warrants to the other that it has dealt with no
agent or broker who has in any way participated in the sale of the Property
other than ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Realty, Inc. Seller agrees to pay the brokerage
commission due ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Realty, Inc. Any other fees or commissions that
may be claimed shall be the sole responsibility of the party breaching the
preceding warranty. Each party agrees to indemnify and hold harmless the other
against any and all claims, judgments, costs of suit, attorneys' fees and other
reasonable expenses that the other may incur by reason of any action or claim
made against the other by any agent, advisor or intermediary appointed by or
instructed by Seller or Purchaser as the case may be, arising out of this
Agreement or sale of the Property to Purchaser. The foregoing indemnity shall
survive Closing and delivery of the deed.
Section 14. Binding Effect/Assignment.
This Agreement shall be binding upon and shall insure to the benefit of
the parties and their respective heirs, personal representatives, successors and
assigns.
Section 15. Notices.
All notices permitted or required under this Agreement shall be in
writing, and shall be deemed properly delivered when deposited in the United
States regular mail, postage prepaid, addressed to the parties at their respec-
tive addresses set forth below or as they may otherwise specify by written
notice delivered in accordance with this Section:
As to Purchaser: ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Partners
▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
As to Seller: Angeles Partners XIV
c/o Insignia Financial Group, Inc.
One Insignia Financial ▇▇▇▇▇
▇. ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Section 16. Expenses.
Seller shall pay for any transfer tax and conveyance fee in connection
with recording the deed in connection with the sale of the Premises and costs of
obtaining the survey required hereby. Purchaser shall pay all costs, fees and
premiums of the Commitment, environmental assessment, and Title Policy.
Purchaser shall pay recording charges for the deed and any mortgages Purchaser
may place upon the Premises. Each party shall pay for its own legal and
accounting fees and incidental expenses.
Section 17. Miscellaneous.
17.1 Gender. Words of any gender used in this Agreement shall be held
and construed to include any other gender, any words in the singular number
shall be held to include the plural, and vice versa, unless the contest requires
otherwise.
17.2 Captions. The captions in this Agreement are inserted only for the
purpose of convenient reference and in no way define, limit, or prescribe the
scope or intent of this Agreement or any part of this Agreement.
17.3 Construction. No provisions of this Agreement shall be construed by
any Court or other judicial authority against any party by reason of that
party's being deemed to have drafted or structured the provisions.
17.4 Entire Agreement. This Agreement constitutes the entire contract
between the parties and supersedes all prior understandings, if any, there being
no other oral or written promises, conditions, representations, understandings
or terms of any kind as conditions or inducements to the execution of this
Agreement and none have been relied upon by either party. Any subsequent
conditions, representations, warranties or agreements shall not be valid and
binding upon the parties unless in writing and signed by both parties.
17.5 Time of Essence. Time is of the essence in this transaction.
17.6 Governing Law. This Agreement shall be construed, and the rights
and obligations of Seller and Purchaser shall be determined, in accordance with
the laws of the State of Ohio.
17.7 Date of Agreement, Counterparts. The date of this Agreement shall
be the date on which the last of Purchaser or Seller shall execute this Agree-
ment. This Agreement may be executed in counterparts each of which shall
constitute an original
but all of which taken together shall constitute one and the same instrument.
WITNESS the execution hereof effective as of the date first above written.
PURCHASER:
▇▇▇▇▇▇ VALENTINE PARTNERS
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its General Partner
Date: 2/22/95
SELLER:
ANGELES PARTNERS XIV, a California partnership
By: ANGELES REALTY CORPORATION II, its general partner
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Its: CAO/Controller
Date: 3/20/95
EXHIBIT A
Project 47
Situate in the City of Vandalia, County of ▇▇▇▇▇▇▇▇▇▇,
State of Ohio, and being Lot numbered Three (3) 70/75
Corporate Center, as recorded in Plat Book 107, page 60
of the plat records of ▇▇▇▇▇▇▇▇▇▇ County, Ohio.
