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Purchase and Sale Agreement

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Title:

Purchase and Sale Agreement

Entities:

Wells Real Estate Fund I

Date:

2007

Size:

Preview shows 44KB of 116KB total

Price:

$61

ID:

#2788106

► Purchase & Sale ► Purchase & Sale Agreements

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PURCHASE AND SALE AGREEMENT

BETWEEN

WELLS REAL ESTATE FUND I

AND

CLOVERLEAF VILLAGE, LLC

Black Oak Plaza Shopping Center

Knoxville, Tennessee

November 17, 2006

TABLE OF CONTENTS


ARTICLE 1. DEFINITIONS		1

ARTICLE 2. PURCHASE AND SALE		6

2.1.	PARTIES COMPRISING SELLER; AGREEMENT TO SELL AND PURCHASE	6

2.2.	PERMITTED EXCEPTIONS	6

2.3.	EARNEST MONEY	6

2.4.	PURCHASE PRICE	7

ARTICLE 3. PURCHASERS INSPECTION AND REVIEW RIGHTS		8

3.1.	DUE DILIGENCE INSPECTIONS	8

3.2.	SELLERS DELIVERIES TO PURCHASER	9

3.3.	CONDITION OF THE PROPERTY	10

3.4.	TITLE AND SURVEY	11

3.5.	OPERATING AGREEMENTS	12

3.6.	TERMINATION OF AGREEMENT	12

3.7.	CONFIDENTIALITY	12

ARTICLE 4. REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS		13

4.1.	REPRESENTATIONS AND WARRANTIES OF SELLER	13

4.2.	KNOWLEDGE DEFINED	16

4.3.	COVENANTS AND AGREEMENTS OF SELLER	16

ARTICLE 5. CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS		18

5.2.	PURCHASERS CLOSING DELIVERIES	20

5.3.	CLOSING COSTS	21

5.4.	PRORATIONS AND CREDITS	21

ARTICLE 6. CONDITIONS TO CLOSING		23

6.1.	CONDITIONS PRECEDENT TO PURCHASERS OBLIGATIONS	23

6.2.	CONDITIONS PRECEDENT TO SELLERS OBLIGATIONS	24

ARTICLE 7. CASUALTY AND CONDEMNATION		25

7.1.	CASUALTY	25

7.2.	CONDEMNATION	25

ARTICLE 8. DEFAULT AND REMEDIES		26



8.1.	PURCHASERS DEFAULT	26

8.2.	SELLERS DEFAULT	27

ARTICLE 9. ASSIGNMENT		27

9.1.	ASSIGNMENT	27

ARTICLE 10. BROKERAGE COMMISSIONS		28

10.1.	BROKER	28

ARTICLE 11. INDEMNIFICATION		28

11.1.	INDEMNIFICATION BY SELLER	28

11.2.	INDEMNIFICATION BY PURCHASER	29

11.3.	LIMITATIONS ON INDEMNIFICATION	29

11.4.	SURVIVAL	29

11.5.	INDEMNIFICATION AS SOLE REMEDY	30

ARTICLE 12. MISCELLANEOUS		30

12.1.	NOTICES	30

12.2	POSSESSION	31

12.3	TIME PERIODS	31

12.4	PUBLICITY	31

12.5	DISCHARGE OF OBLIGATIONS	31

12.6	SEVERABILITY	31

12.7	CONSTRUCTION	31

12.8	ACCESS TO RECORDS FOLLOWING CLOSING	32

12.9	GENERAL PROVISIONS	32

12.10	LIKE KIND EXCHANGE	32

12.11	ATTORNEYS FEES	33

12.12	COUNTERPARTS	33

12.13	EFFECTIVE AGREEMENT	33

SCHEDULE OF EXHIBITS


Exhibit A		Description of Property

Exhibit B		List of Personal Property

Exhibit C		List of Existing Commission Agreements

Exhibit D		Form of Escrow Agreement

Exhibit E		Intentionally Omitted

Exhibit F		Rent Roll

Exhibit G		Exception Schedule

Exhibit H		List of Operating Agreements

Exhibit I		Form of Tenant Estoppel Certificate

Exhibit J		Property Tax Appeals

Exhibit K		Unpaid Tenant Inducement Costs and Leasing Commissions re current tenants for which Seller is responsible

Exhibit L		List of Existing Exceptions

iii

SCHEDULE OF CLOSING DOCUMENTS


Schedule 1		Form of Special Warranty Deed

Schedule 2		Form of Bill of Sale to Personal Property

Schedule 3		Form of Assignment and Assumption of Leases and Security Deposits and Leasing Commission Obligations arising after Closing

Schedule 4		Form of Assignment and Assumption of Operating Agreements

Schedule 5		Form of General Assignment of Sellers Interest in Intangible Property

Schedule 6		Form of Sellers Affidavit (for Purchasers Title Insurance Purposes)

Schedule 7		Form of Sellers Certificate (as to Sellers Representations and Warranties)

Schedule 8		Form of Sellers FIRPTA Affidavit

Schedule 9		Form of Purchasers Certificate (as to Purchasers Representations and Warranties)

Schedule 10		Form of Sellers Estoppel (as to Leases)

PURCHASE AND SALE AGREEMENT

BLACK OAK SHOPPING CENTER

THIS PURCHASE AND SALE AGREEMENT (the Agreement), made and entered into this 17^th day of November, 2006, by and between WELLS REAL ESTATE FUND I, a Georgia limited partnership, and CLOVERLEAF VILLAGE, LLC a Georgia limited liability company (Purchaser).

W I T N E S E T H :

WHEREAS, Seller desires to sell certain improved real property located at 6900-6945 Maynardville Highway, City of Knoxville, Knox County, Tennessee, together with certain related personal and intangible property, and Purchaser desires to purchase such real, personal and intangible property; and

WHEREAS, the parties hereto desire to provide for said sale and purchase on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, each of the following capitalized terms shall have the meaning ascribed to such terms as set forth below:

Additional Earnest Money shall mean the sum of One Hundred Thousand and No/100 Dollars ($100,000.00 U.S.).

Ancillary Closing Documents shall mean, collectively, the Assignment and Assumption of Leases, the Assignment and Assumption of Operating Agreements, the General Assignment, and the Sellers Certificate.

Assignment and Assumption of Leases shall mean the form of assignment and assumption of Leases and Security Deposits and obligations under the Commission Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE 2.

Assignment and Assumption of Operating Agreements shall mean the form of assignment and assumption of the Operating Contracts to be executed and delivered by Seller and Purchaser at the Closing in the form attached hereto as SCHEDULE 4.

- 1 -

Basket Limitation shall mean an amount equal to Ten Thousand and No/100 Dollars ($10,000.00 U.S.).

Bill of Sale shall mean the form of bill of sale to the Personal Property to be executed and delivered by Seller to Purchaser at the Closing in the form attached hereto as SCHEDULE 3.

Business Day shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of Tennessee are authorized by law or executive action to close.

Cap Limitation shall mean an amount equal to one percent (1%) of the Purchase Price.

Closing shall mean the consummation of the purchase and sale of the Property pursuant to the terms of this Agreement.

Closing Date shall have the meaning ascribed thereto in Section 2.5 hereof.

Commission Agreements shall have the meaning ascribed thereto in Section 4.1(d) hereof, and such agreements are more particularly described on EXHIBIT C attached hereto and made a part hereof.

Due Diligence Material shall have the meaning ascribed thereto in Section 3.7 hereof.

Earnest Money shall mean the Initial Earnest Money, together with any Additional Earnest Money actually paid by Purchaser to Escrow Agent hereunder.

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