Exhibit 10.205
POST CLOSING AND INDEMNITY AGREEMENT
THIS POST CLOSING AND INDEMNITY AGREEMENT ("AGREEMENT") is dated this 30
day of June, 2004, by and among INLAND WESTERN NORTH RICHLAND HILLS XXXXX
LIMITED PARTNERSHIP, an Illinois limited partnership ("PURCHASER") and XXXXX
XXXXX CROSSING, L.P., a Texas limited partnership (hereinafter referred to as
"SELLER), in connection with the acquisition of Xxxxx Xxxxx Crossing Shopping
Center in North Richland Hills, Texas (referred to as the "PROPERTY" as defined
in that Letter Agreement dated April 21, 2004, as amended ("CONTRACT") by and
between Seller and Inland Real Estate Acquisitions, Inc. ("INLAND").
WHEREAS, Purchaser is the successor to Inland with respect to the Contract;
and
WHEREAS, in connection with the acquisition of the Property from Seller,
Purchaser requires a confirmation of Seller to complete certain obligations
following the closing (the "CLOSING") for the acquisition of the Property by
Purchaser; and it being acknowledged that Purchaser would not complete its
purchase of the Property without Seller's execution of this Agreement; and
WHEREAS, Purchaser has made various inquiries regarding the Property during
its due diligence in connection with its acquisition of the Property;
WHEREAS, in connection with such inquiries, in order to confirm the status
of various issues that Purchaser deems relevant to its acquisition, Purchaser
has requested certain documents and confirmations from Seller and/or third
parties, but Seller has been unable to either supply a document confirming such
matters, or has been unable to complete a matter due to time constraints;
WHEREAS, in order to proceed to Closing, Purchaser requires Seller to make
certain undertakings, to obtain documents regarding or confirming certain
issues, and/or certifications as to the state of facts regarding such issues,
and further, Purchaser requires that Seller indemnify and hold harmless
Purchaser, and each of its successors, assigns, officers, directors, employees
and lenders (each an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED
PARTIES") harmless from any loss, cost or expense incurred by any Indemnified
Party, including costs and attorneys fees, ("LOSS") as a result of either
Seller's failure to obtain the required documents, Seller's failure to timely
complete its obligations as set forth herein, or any Loss that results from a
certification hereafter being incorrect.
NOW, THEREFORE, for good and valuable consideration including the mutual
promises contained herein, the parties hereto agree as follows:
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4. FURTHER ASSURANCES. Seller and Purchaser agree to cooperate with each
other following the closing to confirm any matter and execute any document
reasonably required by the other party in furthering of the Closing and
consistent with the requirements of the Contract.
5. DEFINED TERMS. All capitalized terms which are not expressly defined
herein shall have the meaning as set forth in the Contract.
6. INDEMNIFICATION. Seller agrees to indemnify and hold harmless
Purchaser, and its successors, assigns, officers, directors, employees and
lenders (each an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED
PARTIES") harmless from any loss, cost or expense incurred by any Indemnified
Party, including costs and attorneys fees, ("LOSS") as a result of either
Seller's failure to obtain the required documents, or any Loss that results from
a certification hereafter being false or misleading in any material respect.
7. MISCELLANEOUS. This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and
permitted assigns and may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
first date written above.
(SIGNATURE PAGE FOLLOWS)
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SIGNATURE PAGE FOR
POST CLOSING AND INDEMNITY AGREEMENT BETWEEN
XXXXX XXXXX CROSSING, L.P.
AND INLAND WESTERN NORTH RICHLAND HILLS XXXXX LIMITED PARTNERSHIP
IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to
be executed as of the day and year first above written.
PURCHASER:
INLAND WESTERN NORTH RICHLAND HILLS XXXXX
LIMITED PARTNERSHIP, an Illinois limited partnership
By: Inland Western North Richland Hills Xxxxx XX,
L.L.C., a Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member
By:
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Name:
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Title:
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SELLER:
XXXXX XXXXX CROSSING, L.P., a Texas limited
partnership
By: Xxxxx XX Development, Inc., a Texas corporation, its
general partner
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
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