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Document Preview Partnership Interest Purchase and Sale Agreement |
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Title: |
Partnership Interest Purchase and Sale Agreement |
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Entities: |
AMLI Residential Properties Trust; Chicago Title Insurance Co.; Comerica Bank |
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Date: |
2004 |
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Size: |
Preview shows 10KB of 160KB total |
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Price: |
$48 |
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ID: |
#333459 |
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Start of Preview |
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PARTNERSHIP INTEREST
PURCHASE AND SALE AGREEMENT
{PAGE}
TABLE OF CONTENTS
1. Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Agreement.. . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Defined Terms.. . . . . . . . . . . . . . . . . . . . . . . 3
4. Closing Costs.. . . . . . . . . . . . . . . . . . . . . . . 7
5. Deposit of Earnest Money; Escrow Provisions.. . . . . . . . 7
6. Inspection. . . . . . . . . . . . . . . . . . . . . . . . . 8
7. Title Review. . . . . . . . . . . . . . . . . . . . . . . . 11
8. Operations. . . . . . . . . . . . . . . . . . . . . . . . . 13
9. Conditions Precedent To Closing.. . . . . . . . . . . . . . 14
10. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 15
11. Closing.. . . . . . . . . . . . . . . . . . . . . . . . . . 17
12. Closing Documents.. . . . . . . . . . . . . . . . . . . . . 18
13. Closing Adjustments.. . . . . . . . . . . . . . . . . . . . 20
14. Tax Returns and Elections.. . . . . . . . . . . . . . . . . 23
15. Sellers' Representations, Warranties and Covenants. . . . . 23
16. "AS IS" Purchase. . . . . . . . . . . . . . . . . . . . . . 34
17. Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . 35
18. Information and Audit Cooperation.. . . . . . . . . . . . . 37
19. Tax Structure . . . . . . . . . . . . . . . . . . . . . . . 38
20. Notice to Illinois Department of Revenue ("IDR"). . . . . . 38
i
{PAGE}
LIST OF EXHIBITS
----------------
EXHIBIT A Legal Description Recitals
EXHIBIT B Personal Property List Definitions
EXHIBIT C Rent Roll Sections 12.1.9; 15.1.23
EXHIBIT D Escrow Instructions Sections 5.2; 17.14
EXHIBIT E Development Agreements Section 2.7
EXHIBIT F Form of Closing Statement Section 12.4
EXHIBIT G Service Contracts Section 2.11
EXHIBIT H Addresses for Notices Section 17.9
EXHIBIT I Appendix 9.14 Section 18
EXHIBIT J Paid Bill Certificate Sections 12.1.15; 13.10
EXHIBIT K Sellers' Bringdown Certificate Sections 12.1.6; 15.1
EXHIBIT L Lease Form Sections 8.3; 15.2.1.4
EXHIBIT M Partnership Agreement Section 15.1.41
EXHIBIT N Assignment of Partnership Interests Section 12.1.1
EXHIBIT O Termination of Management Agreement Section 12.1.7
EXHIBIT P FIRPTA Certificates Section 12.1.12
EXHIBIT Q Description of the Improvements Recitals
EXHIBIT R Environmental Reports Definitions
EXHIBIT S Termination of Development Agreement Section 12.1.7
ii
{PAGE}
PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
------------------------------------------------
This Partnership Interest Purchase and Sale Agreement (this "Agreement") is
among ALTMAN DEVELOPMENT CORPORATION, a Michigan corporation ("Altman" or
"GP"), TOPPEL CANTERFIELD LIMITED PARTNERSHIP, a Florida limited
partnership ("Limited Partner 1"), WLD DUNDEE, LTD., a Florida limited
partnership ("Limited Partner 2"), WLD REAL ESTATE PARTNERS 1999, LIMITED
PARTNERSHIP, a Florida limited partnership ("Limited Partner 3"), JOEL L.
ALTMAN ("Limited Partner 4"), ALTMAN PARTNERS CANTERFIELD, LTD., a Florida
limited partnership ("Limited Partner 5"), ADC EQUITY PARTNERS CANTERFIELD,
LTD., a Florida limited partnership ("Limited Partner 6") (GP, Limited
Partner 1, Limited Partner 2, Limited Partner 3, Limited Partner 4, Limited
Partner 5, and Limited Partner 6 are hereinafter individually referred to
as "Seller" and collectively referred to as the "Sellers"); and AMLI
RESIDENTIAL PROPERTIES, L.P., a Delaware limited partnership ("New GP") and
AMLI RESIDENTIAL PROPERTIES, LLC, a Delaware limited liability company
("New LP"; New LP and New GP are hereinafter collectively referred to as
"Purchaser") and, for the limited purposes set forth herein, The Tradition
at Canterfield Limited Partnership, a Florida limited partnership (the
"Owner").
RECITALS:
A. Sellers are the sole owners of one hundred percent (100%) of
the partnership interests (collectively, the "Partnership Interests") in
the Owner, in which Altman is the sole owner of the one percent (1%)
general partner interest (the "General Partnership Interest"), and the
Limited Partners are the sole owners of the ninety-nine percent (99%)
limited partner interest (the "Limited Partnership Interest").
B. The Owner is the owner of the fee simple interest in certain
real estate located in Kane County, Illinois, commonly known as The
Tradition at Canterfield (the "Apartment Complex"), which is more
particularly described on EXHIBIT A attached hereto (the "Land"), and all
buildings, structures and improvements erected on the Land, as well as all
the fixtures located or to be located therein as generally described on
EXHIBIT Q attached hereto (collectively the "Improvements").
C. Purchaser and Sellers desire to set forth their agreements
concerning the terms and conditions pursuant to which Sellers will sell to
Purchaser and Purchaser will buy from Sellers one hundred percent of the
Partnership Interests in Owner.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Sellers and Purchaser agree as follows:
1. RECITALS. The foregoing Recitals are true and correct and are
incorporated into and form a part of this Agreement.
2. AGREEMENT. Subject to the terms and conditions of this Agreement,
Sellers agree to sell to Purchaser and Purchaser agrees to purchase from
Sellers, the Partnership Interests so that Purchaser shall indirectly
(through its ownership of Owner and subject to the terms of this Agreement)
own the Land, the Improvements, and the Personal Property (as hereinafter
defined), together with the items hereinafter set forth in this Section 2
(collectively, the "Property"). The term "Property" includes all of the
Owner's interest, if any, in and to the following:
1
{PAGE}
2.1 All easements, permits, licenses and rights (whether or not of
record), tenements, hereditaments, privileges, and appurtenances in any way
belonging or appertaining to the Land including, without limitation, all
mineral, oil, gas and other hydrocarbon substances on and under the Land
and all development, air and water rights relating to the Land.
2.2 The Personal Property.
2.3 Any land, lying in the bed of any street, road, alley, walks or
avenue, open or proposed, at the foot of, adjoining or below the Land to
the center line of such street, road, alley, walks or avenue, and in and to
any strips and gores adjoining the Land.
2.4 All reciprocal easement agreements and operating agreements,
and all permits, licenses and rights, whether or not of record, appurtenant
to the Land and the use of all strips and rights-of-way (including public
and private vehicular and pedestrian rights-of-way), if any, abutting,
adjacent, contiguous to or adjoining the Land.
2.5 All interests as landlord in all leases, licenses, and other
agreements to occupy all or any part of the Land or Improvements now or
hereinafter in effect, excepting any such leases, licenses and agreements
which expire or are terminated in accordance with their terms prior to the
Closing Date (individually, a "Lease" and collectively, "Leases"), together
with, and subject to the provisions of Section 13, all rents and other sums
due the Owner as landlord (including, without limitation, garage income,
storage income and all other fees and deposits, if any), accrued or
accruing for a period or periods from and after the Closing Date under each
such Lease and all guarantees by third parties of the tenants' obligations
thereunder ("Lease Guaranties") and all Lease security deposits not
theretofore applied to the respective tenant's obligations thereunder.
2.6 All plans, site plans and specifications for construction of
the Improvements (collectively hereinafter referred to as "Plans and
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