Agreed Values. 2.1 The parties agree that the agreed-upon values for each of the Projects is as set forth on Exhibit E attached hereto (the “Agreed Values”), adjusted for pro-rated items as provided in this Agreement and, in the event SCOLP or an affiliate of SCOLP has made the ▇▇▇▇▇▇ Pond Loan 2350893.10 (as defined in Section 16.1 herein) and advances with respect to capital improvements (“Cap Ex Advances”) under the ▇▇▇▇▇▇ Pond Loan have been provided by SCOLP or its affiliate and the ▇▇▇▇▇▇ Pond Loan is paid in full at Closing, the Agreed Value with respect to the ▇▇▇▇▇▇ Pond Project shall increase by the amount of such Cap Ex Advances. Purchasers shall also pay Contributors at Closing that amount set forth on Exhibit B for those Cottages that were acquired by the Contributors after 2011 Within one (1) business day after the complete execution of this Agreement and that certain Contribution Agreement dated as of the Effective Date between Indian Creek RV Resort LLC, a Delaware limited liability company, ▇▇▇▇ ▇▇▇▇▇▇ RV Resort LLC, a Delaware limited liability company, Wagon Wheel Maine LLC, a Delaware limited liability company, Wild Acres LLC, a Delaware limited liability company, SCOLP and Sun Indian Creek RV LLC, a Michigan limited liability company, Sun ▇▇▇▇ ▇▇▇▇▇▇ RV LLC, a Michigan limited liability company, Sun Wagon Wheel RV LLC, a Michigan limited liability company, and Sun Wild Acres RV LLC, a Michigan limited liability company (the “Other Contribution Agreement”), SCOLP shall deliver the sum of One Million and No/Dollars ($1,000,000), (the "Deposit") to First American Title Insurance Company (the “Escrow Agent"), as escrow agent, to be held and disbursed pursuant to the terms of a mutually agreed-upon escrow agreement (the "Deposit Escrow Agreement"), which shall be executed and delivered by the Contributors, SCOLP and the Title Company, as escrow agent. All interest earned on the Deposit shall be deemed to be part of the Deposit as described more specifically in the Deposit Escrow Agreement. As more fully described in, and subject to the terms and conditions of, this Agreement, the Other Contribution Agreement and the Deposit Escrow Agreement, the Deposit shall be forfeited to Contributors, refunded to SCOLP or applied to the payment of the Agreed Values. On the Closing Date, SCOLP shall pay the Agreed Values as follows: (a) payment of the outstanding principal balance and all accrued and unpaid interest (the “Loan Payoffs”) due with respect to those certain promissory notes from Contributors to the lenders set forth on Exhibit E attached hereto (the “Lenders”), which loans (the “Loans”) are secured by mortgages against the Projects, such that upon receipt of such Loan Payoffs, Lender will discharge the mortgages and any other security interests, pledges, liens or claims with respect to the Projects and Loans; and (b) the balance of the Agreed Values, if any, in immediately available funds (“Cash”), the issuance of Series A-3 Preferred OP Units in SCOLP (the “Preferred OP Units”), or a combination of Cash and Preferred OP Units with an aggregate value equal to the Agreed Values less the Loan Payoffs. The Agreed Values are allocated among real property, personal property and goodwill as reflected on the attached Exhibit E. The terms of the Preferred OP Units are as set forth on Schedule 2.1 attached hereto. In the event the Loan Payoffs exceeds the Agreed Values, Contributors shall fund such excess amount at Closing such that all Lenders will receive the full Loan Payoff amounts and will discharge the mortgages and any other security interests, pledges, liens or claims with respect to the Projects and Loans. 2.2 The Preferred OP Units to be issued to Contributors pursuant to the terms hereof shall be governed by SCOLP’s Second Amended and Restated Limited Partnership Agreement, dated as of April 30, 1996, as amended (the "Partnership Agreement"), a copy of which has been delivered to Contributors, as such Partnership Agreement shall be amended on the Closing Date to 2350893.10 reflect the admission of each of the Contributors as a limited partner and the issuance of, and the rights and obligations associated with, such Preferred OP Units. On the Closing Date, each Contributor and each equity holder thereof shall execute and deliver such investment and subscription documents as SCOLP shall reasonably require in connection with the issuance of the Preferred OP Units and represent and warrant that each Contributor or such equity holder, as the case may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).
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Agreed Values. 2.1 The parties agree that the agreed-upon values for each of the Projects is as set forth on Exhibit E attached hereto (the “Agreed Values”), adjusted for pro-rated items as provided in this Agreement and, in the event SCOLP or an affiliate of SCOLP has made the ▇▇▇▇▇▇ Pond DPO Loan 2350893.10 (as defined in Section 16.1 herein) and advances with respect to capital improvements (“Cap Ex Advances”) under the ▇▇▇▇▇▇ Pond DPO Loan have been provided by SCOLP or its affiliate and the ▇▇▇▇▇▇ Pond DPO Loan is paid in full at Closing, the Agreed Value Values with respect to the ▇▇▇▇▇▇ Pond Project Projects for which such capital improvements were performed shall increase by the amount of such Cap Ex Advances. Purchasers shall also pay Contributors at Closing that amount set forth on Exhibit B for those Cottages that were acquired by the Contributors after 2011 2011.
2368068.4 Within one (1) business day after the complete execution of this Agreement and that certain Contribution Agreement dated as of the Effective Date between Indian Creek Virginia Tent LLC, ▇▇▇▇▇▇ Pond RV Resort Inc., ▇▇▇▇▇▇ Fiesta Key LLC, Newpoint RV Resort LLC, a Delaware limited liability companyGwynns Island RV Resort LLC, Westward Ho RV Resort LLC, Seaport LLC, SCOLP, Sun ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ RV Resort LLC, a Delaware limited liability company, Wagon Wheel Maine LLC, a Delaware limited liability company, Wild Acres LLC, a Delaware limited liability company, SCOLP and Sun Indian Creek RV LLC, a Michigan limited liability company, Sun ▇▇▇▇ ▇▇▇▇▇▇ Pond RV LLC, a Michigan limited liability company, Sun Wagon Wheel Fiesta Key RV LLC, a Michigan limited liability company, and Sun Wild Acres Newpoint RV LLC, a Michigan limited liability company Sun ▇▇▇▇▇’▇ Island RV, LLC, Sun Westward Ho RV, LLC and Sun Seaport RV, LLC (the “Other Contribution Agreement”), SCOLP shall deliver the sum of One Million and No/Dollars ($1,000,000), (the "Deposit") to First American Title Insurance Company (the “Escrow Agent"), as escrow agent, to be held and disbursed pursuant to the terms of a mutually agreed-upon escrow agreement (the "Deposit Escrow Agreement"), which shall be executed and delivered by the Contributors, SCOLP and the Title Company, as escrow agent. All interest earned on the Deposit shall be deemed to be part of the Deposit as described more specifically in the Deposit Escrow Agreement. As more fully described in, and subject to the terms and conditions of, this Agreement, the Other Contribution Agreement and the Deposit Escrow Agreement, the Deposit shall be forfeited to Contributors, refunded to SCOLP or applied to the payment of the Agreed Values. On the Closing Date, SCOLP shall pay the Agreed Values as follows: (a) payment of the outstanding principal balance and all accrued and unpaid interest (the “Loan Payoffs”) due with respect to those certain promissory notes from Contributors to the lenders set forth on Exhibit E attached hereto (the “Lenders”), which loans (the “Loans”) are secured by mortgages against the Projects, such that upon receipt of such Loan Payoffs, Lender will discharge the mortgages and any other security interests, pledges, liens or claims with respect to the Projects and Loans; and (b) the balance of the Agreed Values, if any, in immediately available funds (“Cash”), the issuance of Series A-3 Preferred OP Units in SCOLP (the “Preferred OP Units”), or a combination of Cash and Preferred OP Units with an aggregate value equal to the Agreed Values less the Loan Payoffs; provided, however the Contributors may elect to use their own funds to pay a portion of the Loan Payoffs, in which event an amount equal to the sum so paid by the Contributors will be added to the amount paid under clause (b) hereof. The Agreed Values are allocated among real property, personal property and goodwill as reflected on the attached Exhibit E. The terms of the Preferred OP Units are as set forth on Schedule 2.1 attached hereto. In the event the Loan Payoffs exceeds the Agreed Values, Contributors shall fund such excess amount at Closing such that all Lenders will receive the full Loan Payoff amounts and will discharge the mortgages and any other security interests, pledges, liens or claims with respect to the Projects and Loans.
2.2 The Preferred OP Units to be issued to Contributors pursuant to the terms hereof shall be governed by SCOLP’s Second Amended and Restated Limited Partnership Agreement, dated as of April 30, 1996, as amended (the "Partnership Agreement"), a copy of which has been delivered to Contributors, as such Partnership Agreement shall be amended on the Closing Date to
2350893.10 to reflect the admission of each of the Contributors as a limited partner and the issuance of, and the rights and obligations associated with, such Preferred OP Units. On the Closing Date, each Contributor and each equity holder thereof shall execute and deliver such investment and subscription documents as SCOLP shall reasonably require in connection with the issuance of the Preferred OP Units and represent and warrant that each Contributor or such equity holder, as the 2368068.4 case may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).
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