PURCHASE AND SALE AND ESCROW AGREEMENT SELLER: 175 FREEMAN STREET INVESTORS LLC PURCHASER: THE HAMILTON COMPANY PROPERTY: DEXTER PARK APARTMENTS 175 FREEMAN STREET BROOKLINE, MASSACHUSETTSPurchase and Sale and Escrow Agreement • November 9th, 2009 • New England Realty Associates Limited Partnership • Operators of apartment buildings • Massachusetts
THIS PURCHASE AND SALE AND ESCROW AGREEMENT (this “Agreement”) dated as of the 1st day of September, 2009, is made by and between 175 FREEMAN STREET INVESTORS LLC, a Delaware limited liability company (“Seller”), with an office in care of UBS Realty Investors LLC, 242 Trumbull Street, Hartford, Connecticut 06103, and THE HAMILTON COMPANY, INC., a Massachusetts corporation or its permitted assignee pursuant to Section 11.4 hereof (“Purchaser”), with an office in care of The Hamilton Company, 39 Brighton Avenue, Boston, Massachusetts 02134.
LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • November 9th, 2009 • New England Realty Associates Limited Partnership • Operators of apartment buildings • Massachusetts
This Limited Liability Company Operating Agreement is entered into, and shall be effective, as of the 13th day of April, 2009 (the “Effective Date”), by and among (i) the Persons who are identified as the initial Members of the Company on Exhibit A attached hereto and who have executed this Agreement as of the Effective Date, (ii) each other Person who, at any time after the Effective Date, (x) is admitted to the Company as a Member in accordance with the terms of this Agreement, (y) is identified as a Member on Exhibit A to this Agreement (as the same shall be amended from time to time after the Effective Date by the Manager), and (z) executes a counterpart of this Agreement as a Member, and (iii) Harold Brown, as the initial Manager, pursuant to the provisions of the Massachusetts Limited Liability Company Act, on the following terms and conditions:
HAMILTON PARK TOWERS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 9th, 2009 • New England Realty Associates Limited Partnership • Operators of apartment buildings • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Hamilton Park Towers, LLC, a Delaware limited liability company (as amended from time to time, the “LLC”) is entered into as of the day of October, 2009, by (a) its sole member, HPT Associates, LLC, a Delaware limited liability company, (b) its managers, Harold Brown and NewReal, Inc., a Massachusetts corporation and (c) those individuals and/or entities listed on Schedule A as “Independent Manager” and “Special Member”.
