COMMERCIAL PURCHASE AND SALE AGREEMENT
Date: December 16, 2004
1.PURCHASE AND SALE. The undersigned buyer ("Buyer") agrees to buy and
the undersigned seller ("Seller") agrees to sell all that tract or parcel
of land with such improvements as are located thereon, described as
follows: All that tract of land lying and being in Land ▇▇▇ ▇▇▇/▇▇▇ ▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Georgia, and being known as
Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Zip Code 30022,
according to the present system of numbering in and around this area, being
more particularly described as Lot __________, Block ___________, Unit
____________, Phase/ Section 3 of North Point Commons Development/
Subdivision, as recorded in Plat Book 26591, Page 161, ▇▇▇▇▇▇ County,
Georgia, records together with all fixtures, landscaping, improvements, and
appurtenances (all being hereinafter collectively referred to as the
"Property"), as more particularly described in Exhibit "A", or if no
Exhibit "A" is attached as is recorded with the Clerk of the Superior Court
of the county in which the Property is located and is made a part of this
Agreement by reference.
2.PURCHASE PRICE. The total purchase price for the property shall be
Two Million Eight Hundred Fifty Thousand and 00/100 U.S. Dollars ($
2,850,000.00) ("Purchase Price"), and subject to all prorations and
adjustments shall be paid by Buyer at the Closing by cash, wire transfer of
immediately available funds, cashier's check or certified check.
3.▇▇▇▇▇▇▇ MONEY. Buyer has deposited the sum of $ 50,000.00 [X] Check/
[ ] Cash with Seller's Title Company, First American Title Insurance
Company. This sum ("▇▇▇▇▇▇▇ Money") has been received by the Holder and is
to be applied as part of the Purchase Price at Closing. The ▇▇▇▇▇▇▇ Money
shall be deposited in holder's escrow account within five banking days from
the Binding Agreement Date. The escrow account may be interest-bearing
(with Holder retaining any interest there from). In the event any ▇▇▇▇▇▇▇
Money check is not honored, for any reason, by the financial institution
upon which it is drawn, Holder shall promptly notify Buyer and Seller.
Buyer shall have three banking days after notices to deliver good funds to
Holder. In the event Buyer does not timely deliver good funds to Holder,
this Agreement shall automatically terminate and Holder shall notify the
parties of the same. Holder shall disburse ▇▇▇▇▇▇▇ Money only as follows;
(a) at Closing; (b) upon a subsequent written agreement between Buyer and
Seller; or (c) as set forth below in the event of a dispute regarding
▇▇▇▇▇▇▇ Money. No party shall seek damages from Holder, nor shall Holder
be liable for any such damages, for any matter arising out of or related to
the performance of Holder's duties hereunder.
DISPUTES REGARDING ▇▇▇▇▇▇▇ MONEY. In the event Buyer or Seller
notifies Holder of a dispute regarding the disposition of ▇▇▇▇▇▇▇
Money that holder cannot resolve, Holder shall settle the dispute
as follows: [Select Section A or B below. The Section not selected
is not a part of this agreement.]
[X] A. REASONABLE INTERPRETATION BY HOLDER. Holder shall have
the right disburse all or any portion of the ▇▇▇▇▇▇▇ Money
upon a reasonable interpretation of this Agreement by the
Holder. Prior to disbursing ▇▇▇▇▇▇▇ Money pursuant to a
reasonable interpretation of this agreement, holder shall
give all parties fifteen days notice, stating to whom the
disbursement will be made. Any party may object in writing
to the disbursement, provided the objection is received by
Holder prior to the end of the fifteen-day notice period.
All objections not raised in a timely manner shall be
waived. In the event a timely objection is made, Holder
shall consider the objection and shall do any or a
combination of the following: (i) hold the ▇▇▇▇▇▇▇ Money for
a reasonable period of time to give the parties the
opportunity to resolve the dispute; (ii) disburse the
▇▇▇▇▇▇▇ Money and so notify all parties; and/ or (iii)
interplead the ▇▇▇▇▇▇▇ Money into a court of competent
jurisdiction. Holder shall be reimbursed for and may
deduct from any funds interpleaded its costs and expenses,
including reasonable attorney's fees. The prevailing party
in the interpleader action shall be entitled to collect form
the other party the costs and expenses reimbursed to Holder,
and upon payment of such funds into the court registry,
Holder shall be released from all further liability in
connection with the funds delivered.
B. ARBITRATION. Buyer and Seller agree that ▇▇▇
▇▇▇▇▇▇▇ money dispute shall be settled by arbitration in
accordance with the rules of the Commercial Arbitration
Rules of the American Arbitration Association. Buyer and
Seller agree to engage
______________________________________ or another arbitrator
mutually agreeable to the parties ("Arbitrator"), to settle
the ▇▇▇▇▇▇▇ Money dispute. The award of the Arbitrator
shall be final and binding upon the parties, hereto, and
holder shall promptly disburse the ▇▇▇▇▇▇▇ Money in
accordance with said award. The costs of any such
arbitration shall be equally shared between Buyer and Seller
and shall be promptly paid to the Arbitrator.
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
4.INSPECTION. Prior to closing, Buyer and Buyer's agents shall have the
right to enter upon the Property at Buyer's expense and at reasonable times
to inspect, survey, examine, and test the Property as Buyer may deem
necessary as part of Buyer's acquisition of the Property. Buyer shall
indemnify and hold Seller and all Brokers harmless from and against any and
all claims, injuries, and damages to persons and/ or property arising out
of or related to the exercise of Buyer's rights hereunder. Buyer shall
have until January 23, 2005 from the Binding Agreement Date ("Due Diligence
Period") to evaluate the Property, the feasibility of the transaction, the
availability and cost of financing, and any other matter of concern to the
Buyer. During the Due Diligence Period, Buyer shall have the right to
terminate this Agreement upon notice to Seller if Buyer determines based on
an evaluation of the above that it is not desirable to proceed with the
transaction. In such event, Holder shall promptly refund Buyer's ▇▇▇▇▇▇▇
Money in accordance with the ▇▇▇▇▇▇▇ Money paragraph above. Within 5 days
from the Binding Agreement Date, Seller shall deliver to Buyer, copies of
the materials concerning the Property referenced in Exhibit "B"
(collectively referred to as "Due Diligence Materials"), which materials
shall be promptly returned to Seller if this Agreement does not close for
any reason. If Buyer fails to timely notify Seller that it is not
proceeding with the transaction, Buyer shall waive its rights to terminate
this Agreement pursuant to this paragraph.
5.TITLE.
A.WARRANTIES OF SELLER. Seller warrants that at Closing, Seller shall
convey good and marketable, fee simple title to the Property Buyer, subject
only to the following exceptions ("Permitted Exceptions")
(1) Liens for ad valorem taxes not yet due and payable
(2) Those exceptions to which Buyer does not object or which Buyer waives
in accordance with the Title Objections paragraph below. "Good and
Marketable, fee simple title" with respect to the Property shall be such
title: (a) as is classified as "marketable" under the Title Standards of
the State Bar of Georgia; and 9b) as is acceptable to and insurable bay a
title insurance company doing business in Georgia ("Title Company"), at
standard rates on an American Land Title Association Owner's Policy ("Title
Policy").
B.TITLE OBJECTIONS. Buyer shall have 30 days from the Binding Agreement
date in which to furnish Seller with a written statement of any title
objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and
other facts affecting the marketability of the Property as revealed by a
current title examination and survey. Seller shall have 14 days from the
receipt of such objections (the "Title Cure Period") to cure all valid
title objections. Seller shall satisfy any existing liens or monetary
encumbrances identified by Buyer as Title Objections which may be satisfied
by the payment of a sum certain prior to Closing. Except for Seller's
obligations in the preceding sentence, if Seller fails to cure any other
valid title objections of Buyer within the Title Cure Period (and fails to
provide Buyer with evidence of Seller's cure satisfactory to Buyer and to
the Title Company), then within five days of the expiration of the Title
Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the
transaction contemplated hereby, in which case Buyer shall be entitled to
the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and
elect to close the transaction contemplated hereby irrespective of such
title objections and without reduction of the Purchase Price; or (3) extend
the Closing Date for a period of up to fifteen days to allow Seller further
time to cure such valid title objections. Failure to act in a timely
manner under this paragraph shall constitute a waiver of Buyer's rights
hereunder. Buyer shall have the right to re-examine title prior to Closing
and notify Seller at Closing of any title objections which appear of record
after the date of Buyer's initial title examination and before Closing.
6. CLOSING.
A. CLOSING DATE. This transaction shall be consummated
("Closing") at the office of First American Title Insurance Company
on or before March 1, 2004, or at such other time and place as the
parties may agree upon in writing(the "Closing Date").
B. POSSESSION. Seller shall deliver possession and occupancy of
the Property to Buyer at Closing, subject only to the rights of
tenants in possession and the Permitted Exceptions.
7. SELLER'S OBLIGATIONS AT CLOSING. At Closing, Seller shall deliver
to Buyer: (a) a Closing Statement; (b) Limited Warranty Deed; (c)
FIRPTA Affidavit (indicating that Seller is not a "foreign person"
or "foreign corporation" as that term is defined in Section 1445(f)
of the Internal Revenue Code of 1986); (d) an Affidavit of Seller's
Residence Regarding Georgia Withholding Tax establishing that
Seller is exempt from the requirements of O.C.G.A. 48-7-128, the
Georgia Withholding Statute (or Affidavit of Exemption, or
Affidavit of Seller's Gain, if withholding is required), (e) a
transfer tax declaration form properly signed and executed by the
Seller; and (f) all documents which Seller must execute under the
terms of this Agreement to cause the Title Coma pay to deliver to
Buyer the Title Policy including, without limitation, a title
affidavit from Seller to Buyer and to the Title Company in the
form customarily used in Georgia commercial real estate
transactions so as to enable the Title Company to issue Buyer the
Title Policy with all standard exceptions deleted and subject only
to the Permitted Exceptions and evidence reasonably satisfactory
to Title Company of its due and proper authority and power to
perform its obligations hereunder. In addition, Seller shall
deliver to Buyer at Closing all documents/ items indicated in
Exhibit "C", if any (all documents to be delivered by Seller under
this paragraph, including all documents/ items indicated in
Exhibit "C" are collectively referred to as "Seller's Closing
Documents").
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
8.CONDITIONS TO CLOSING.
A. CONDITIONS IN FAVOR OF BUYER. The obligation of Buyer to
consummate the transaction contemplated herein is conditioned upon the
following conditions precedent as of the Closing Date;
(1) All representations and warranties of Seller made herein
shall remain true and correct;
(2) Seller shall have performed all of the covenants undertaken
by Seller in this Agreement to be performed by Seller at or prior
to closing;
(3) Seller shall have delivered to the Buyer properly executed
originals of Seller's Closing Documents;
(4) There shall have been no material adverse change in the
physical condition of the Property, except as otherwise
provided for in the agreement;
(5) The issuance at Closing of the Title Policy (or marked
binder), with all standard exceptions deleted and
subject only to the permitted exceptions.
B.CONDITIONS IN FAVOR OF SELLER. The obligation of Seller to
consummate the transaction contemplated herein is conditioned
upon the following conditions precedent as of the Closing Date;
(1) All representations and warranties of Buyer made herein
shall remain true and correct;
(2) Buyer shall have performed all of the covenants
undertaken by Buyer in this Agreement to be performed
by Buyer at or prior to Closing; and
(3) Buyer shall have: (a) delivered to the Seller properly
executed originals of the transfer tax declaration form,
title policy documents, closing statement, and any other
documents identified on Exhibit "C" that require Buyer's
signature; and (b) paid the Purchase Price, plus or minus
prorations and adjustments, to Seller.
9. COSTS.
A. SELLER' COSTS. Seller shall pay the cost of recording any
title curative document, including without limitation,
satisfactions of deeds to secure debt, quitclaim deeds and
financing statement terminations; all transfer
taxes; all deed recording fees; the fees of Seller's
counsel.
B. BUYER'S COSTS. Buyer shall pay the cost of Buyer's counsel and
consultants; any costs in connection with Buyer's
inspection of the Property and any costs associated with
obtaining financing for the acquisition of the Property
(including any intangibles tax, all deed recording fees, and
the cost of recording Buyer's loan documents).
C. ADDITIONAL COSTS. In addition to the costs identified above, the
following costs shall be paid by the parties hereto as indicated below:
ITEM TO BE PAID PAID BY SELLER PAID BY BUYER
Survey [ ] [X]
Title Examination [ ] [X]
Premium for Owner's
Title Insurance Policy [ ] [X]
Other: [ ] [X]
10. TAXES AND PRORATIONS. Real estate taxes on the Property for
the calendar year in which the Closing takes place shall be prorated as
of 12:01 am on the Closing Date. Seller shall be responsible (even
after Closing) for paying all taxes (including previous reassessments)
on the Property for the time period during which the Seller owned the
Property. In addition, the following items shall also be prorated as of
12:01 am on the Closing Date [Select only those items that apply t this
transaction; the items not selected shall not apply to this Agreement.]
[X] Utilities
[X] Rents
[ ] Service Contracts
[ ] Leasing Commissions
[ ] Tenant Improvement Costs
[X] Other: Dues and Assessments
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
11. REPRESENTATIONS AND WARRANTIES.
A. Seller's Representations and Warranties. As of the Binding
Agreement Date and the Closing Date, Seller makes the
representations and warranties to Buyer, if any, as indicated on
Exhibit "D"
B. Buyer's Representations and Warranties. As of the Binding
Agreement Date and the Closing Date, Buyer represents and warrants
to Seller that Buyer has the right, power, and authority to enter
into this Agreement and to consummate the transaction contemplated
by the terms and conditions of this Agreement; and the persons
executing this Agreement on behalf of Buyer have been duly and
validly authorized by Buyer to execute and deliver this Agreement
and shall have the right, power, and authority to enter into this
Agreement and bind Buyer.
12. AGENCY AND BROKERAGE.
A. AGENCY.
(1) In this Agreement, the term "Broker" shall mean a licensed
Georgia Real Estate Broker or brokerage firm and where the context
would indicate the broker's affiliated licensees. No Broker in this
transaction shall owe any duty to Buyer or Seller greater than what
is set forth in their brokerage engagements and the Brokerage
Relationships in Real Estate Transactions Act, O.C.G.A.
10-6A-1 et .seq.;
(2) Seller and Buyer acknowledge that if they are not represented
by a Broker they are each solely responsible for their own interests,
and that Broker's role is limited to performing ministerial acts for
either party;
(3) The Broker, if any, working with the Seller is identified
on the signature page as the "Listing Broker"; and said Broker is
[X], OR, is not [ ] representing the Seller;
(4) The Broker, if any, working with the Buyer is identified
on the signature page as the "Selling Broker",
said Broker is[X], OR, is not [ ] representing the Buyer;
(5) If Buyer and Seller are both being represented by the
same Broker, a relationship of either designated agency
[ ] OR, dual agency [ ] shall exist.
(a) Dual Agency Disclosure. [Applicable only if dual agency
has been selected above]. Seller and Buyer are aware that
Broker is acting as a dual agent in this transaction and
consent to the same. Seller and Buyer have been advised
that:
1- In serving as a dual agent the Broker is representing
tow clients whose interests are or at times could be
different or even adverse.
2- The Broker will disclose all adverse, material facts,
relevant to the transaction and actually known to the dual
agent to all parties in the transaction except information
made confidential by request or instructions from another
client which is not otherwise required to be disclosed by
law.
3- The Buyer and Seller do not have to consent to dual
agency; and
4- The consent of Buyer and Seller to dual agency has been
given voluntarily and the parties have read and understood
their brokerage engagement agreements;
5- Notwithstanding any provision to the contrary contained
herein, Seller and Buyer each hereby direct Broker, if
acting as a dual agent, to keep confidential and not
reveal to the other party any information which could
materially and adversely affect their negotiating
position.
(b) Designated Agency Assignment. [Applicable only if the
designated agency has been selected above.]
The broker has assigned
________________________________ to work exclusively
with Buyer as Buyer's Designated Agent and
________________________________ to work exclusively
with Seller as Seller's Designated Agent. Each
Designated Agent shall exclusively represent the party
to whom they have been assigned as a client and shall
not represent in this transaction the client assigned
to the other Designated Agent.
(c) Material Relationship Disclosure. [Required with dual
agency] The Broker and/ or affiliated licensees have
no material relationship with either client except as
follows: __________________________________. A
material relationship means one actually known of a
personal, familial or business nature between the
Broker and affiliate licensees and a client which
would impair their ability to exercise fair judgment
relative to another client.
B. BROKERAGE. The Broker(s) identified herein have performed
valuable brokerage services and are to be paid a commission
pursuant to a separate agreement or agreements. Unless otherwise
provided for herein, the Listing Broker will be paid will be
paid a commission by the Seller, and the Selling Broker will
receive a portion, of the Listing Broker's commission pursuant to
a cooperative brokerage agreement. The closing attorney is
directed to pay the commission of the Broker(s) at closing out of
the proceeds of the sale. If the sale proceeds are insufficient to
pay the full commission, the party owing the commission will pay
any shortfall at closing. If more than one Broker is involved in
the transaction, the closing attorney is directed to pay each
Broker their respective portion of said commission. In the event
the sale is not closed because of the Buyer's and/ or Seller's
failure or refusal to perform any of their obligations herein, the
non-performing party shall immediately pay the Broker(s) the full
commission the Broker(s) would have received had the sale closed,
and the Selling Broker and Listing Broker may jointly or
independently pursue the non-performing party for their portion of
the commission. Seller and Buyer hereby represent and warrant,
each to the other, that no party other than the Broker(s)
identified herein are entitled , as a result of the actions of the
Seller or Buyer, as the case may be, to a real estate commission or
other fee resulting from the execution of this Agreement or the
transaction contemplated hereby. Seller and Buyer hereby agree to
indemnify, defend and hold each other harmless from and against
any and all costs, damages, and expenses (including attorney's
fees) resulting directly or indirectly from any such claim arising
out of the actions or contact with Seller or Buyer, as the case may
be. Broker(s) hereby agree to execute and deliver at Closing a
release and waiver of lien in a form approved by the Title Company.
This paragraph shall survive at Closing.
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
13. DISCLAIMER. Buyer and Seller acknowledge that they have not
relied upon any advice, representations or statements of Brokers and
waive and shall not assert any claims against Brokers involving the
same. Buyer and Seller agree that Brokers shall not be responsible to
advise Buyer and Seller on any matter including but not limited to the
following: any matter which could have been revealed through a survey,
title search or inspection of the Property; the condition of the
Property, any portion thereof, or any item therein; building products
and construction techniques; the necessity or cost of any repairs to
the Property; hazardous or toxic materials or substances; termites or
other wood destroying organisms; the tax or legal consequences of this
transaction; the availability and cost of utilities or community
amenities; the appraised future value of the Property; any
condition(s) existing off the Property which may affect the Property;
the terms, conditions and availability of financing; and the uses and
zoning of the Property whether permitted or proposed. Buyer and Seller
acknowledge that Brokers are not experts with respect to the above
matters, and that, if any of these matters or any other matters are of
concern to them, they should seek independent expert advice relative
thereto. Buyer further acknowledges that in every neighborhood there
are conditions which different buyers may find objectionable. Buyer
shall therefore be responsible to become fully acquainted with
neighborhood and other off site conditions which could affect the
Property.
14. DESTRUCTION OF PROPERTY PRIOR TO CLOSING. If the property is
destroyed or substantially destroyed prior to Closing, Seller shall
give Buyer prompt notice thereof, which notice shall include the
Seller's reasonable estimate of: (1) the cost to restore and repair the
damage; (2) the amount of insurance proceeds, if any, available for the
same; and (3) whether the damage will be repaired prior to Closing.
Upon notice to Seller, Buyer may terminate this agreement within seven
days of receiving such notice from Seller. If Buyer does not attempt
to terminate this agreement, Buyer shall have deemed to have accepted
the Property with the damage and shall receive at Closing (1) any
insurance proceeds which have been paid to Seller, but not yet spent
to repair the damage, and (2) an assignment of all unpaid insurance
proceeds to the claim.
15. OTHER PROVISIONS.
A.Exhibits, Binding Effect, Entire Agreement, Modification and
Assignment. All exhibits attached hereto are hereby incorporated
herein. This agreement shall be for the benefit of, and be
binding upon, the parties hereto, their heirs, successors, legal
representatives and permitted assigns. This Agreement
constitutes the sole and entire agreement between parties hereto
and no modification or assignment of this agreement shall be
binding unless signed by all parties to this Agreement. No
representation, promise, or inducement not included in this
Agreement shall be binding upon any party hereto. Any assignee
shall fulfill all the terms and conditions of this Agreement.
B. SURVIVAL OF AGREEMENT. All conditions and stipulations not
fulfilled at time of Closing shall survive the Closing until such
time as the conditions or stipulations are fulfilled.
Notwithstanding above, the representations and warranties made in
Exhibit "D" shall survive the Closing for a period of 365 days
from the Date of Closing.
C. GOVERNING LAW. This agreement may be signed in multiple
counterparts, is intended as a contract for the purchase and sale
of real property and shall be interpreted in accordance with the
laws of the State of GEORGIA.
D. TIME OF ESSENCE. Time is of the essence in this Agreement.
E. TERMINOLOGY AND INTERPRETATION. As the context may require
in this Agreement: (1) the singular shall mean the plural and
vice versa, and (2) all pronouns shall mean and include the
person, entity, firm or corporation to which they relate. This
agreement shall not be construed more strictly against one party
than against the other, it being acknowledged by the parties that
each has contributed substationally to the preparation of this
Agreement.
F. RESPONSIBILITY TO COOPERATE. All Parties agree to timely take
such actions and produce, execute, and/ or deliver such
information and documentation as is reasonably necessary to carry
out the responsibilities and obligations of this Agreement.
G. COUNTERPARTS. This Agreement may be executed in tow or more
counterparts, each of which shall be deemed an original, but all
such counterparts constitute one Agreement.
H. NOTICES. Except as otherwise provided herein, all notices,
including offers, counteroffers, acceptances, amendments and
demands, required or permitted hereunder shall be in writing,
signed by the party giving the notice and delivered either: (1)
in person, (2) by overnight delivery service, prepaid, (3) by
facsimile transmission (FAX) (provided that the original of the
notice shall be promptly sent thereafter if so requested by the
party receiving the same), or (4) by the United States Postal
Service, postage prepaid, registered or certified return receipt
requested. The parties agree that a faxed signature of a party
constitutes and original signature binding upon that party.
Notice shall be deemed to have been given as of the date and
time it is actually received. Notwithstanding the above, notice
by FAX shall be deemed to have been given as of the date and
time it was transmitted if the sending FAX produces a written
confirmation with the date, time and telephone number to which
the notice was sent. Receipt of notice by the Broker
representing a party as a client shall be deemed to be notice to
that party for all purposes herein, except in transactions where
the Broker is practicing designated agency, in which case,
receipt of notice by the designated agent representing a party
as a client shall be required to constitute notice. All notice
requirements referenced herein
shall be strictly construed.
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
Buyer's Address: Seller's Address:
Action Outdoor Advertising Inc AEI Income & Growth Fund 23 LLC
and/ or assigns ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Real Estate Fund XVIII
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ Limited Partnership
AEI Net Lease Income & Growth Fund
XIX Limited Partnership
AEI Private Net Lease Millennium
Fund Limited Partnership
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
I. REMEDIES. In the event of a breach of this Agreement, the
non-breaching party may pursue all remedies available at law or in
equity except where the parties have agreed to arbitrate.
Notwithstanding the above, if Buyer breaches Buyer's obligations or
warranties herein Seller shall request that Holder pay the ▇▇▇▇▇▇▇
Money to Seller, which, shall constitute liquidated damages in
full settlement for all claims by Seller. Such liquidated damages
are agreed to by the parties not to be a penalty and to be a good
faith estimate of Seller's actual damages, which damages are
difficult to ascertain.
16. TIME LIMIT OF OFFER: This Instrument shall be open for
acceptance until 1:00 o'clock p.m. on the 24th day of December 2004.
17. EXHIBITS AND AGENDA. All exhibits and/or addenda attached
hereto, listed below, or referenced herein are made a part of this
Agreement. If any such exhibit or addendum conflicts with any preceding
paragraph, said exhibit or addendum shall
control:
EXHIBIT "A": LEGAL DESCRIPTION
EXHIBIT "B": DUE DILIGENCE MATERIALS
EXHIBIT "C": ADDITION TO SELLER'S CLOSING DOCUMENTS
EXHIBIT "D": SELLER'S WARRANTIES AND REPRESENTATIONS
18. Special Stipulations: The following Special Stipulations, if
conflicting with any Exhibit or proceeding paragraph, shall
control.
1. Purchaser may accomplish and IRC section 1031 tax deferred exchange of
real property and Seller agrees to cooperate with Purchaser, at no
additional cost or expense to Seller.
2. Principles of Purchaser are licensed real estate brokers with Metro
Brokers Inc. and provide this notice as required by law.
3. Seller agrees to pay a sales commission equal to 4% of the first 2.4
Million Dollars (Two Million Four Hundred Thousand U.S.) and 10% of the
remainder of the sales price split equally between Pinnacle Partners, LLC
and the ▇▇▇▇▇▇▇▇▇ Group, LLC.
Pinnacle Partners LLC /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Selling Broker MLS Office Code Buyer's Signature
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
By:/s/ ▇▇▇▇ Hartampf Print or Type Buyer's Name:
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Print or Type Name: Buyer's Signature
Business phone: ▇▇▇ ▇▇▇ ▇▇▇▇
Fax404 266 9271
Print or Type Name:
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Listing Broker MLS Office Code
AEI Income & Growth Fund 23 LLC
By: AEI Fund Management XVIII,
Inc., its managing member
By:/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
AEI Real Estate Fund XVIII Limited
Partnership
By: AEI Fund Management XVIII,
Inc., its corporate general
partner
By:/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
AEI Net Lease Income & Growth Fund
XIX Limited Partnership
By: AEI Fund Management XIX, Inc.,
its corporate general partner
By:/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
AEI Private Net Lease
Millennium Fund Limited Partnership
By: AEI Fund Management
XVIII, Inc., its corporate general
partner
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Acceptance Date
The above proposition is hereby accepted, 11:00 o'clock a.m on 30th day of
December 2004.
Binding Agreement Date
This instrument shall become a binding agreement on the date ("Binding
Agreement Date") when notice of the acceptance of this Agreement has been
received by offeror. The offeror shall promptly notify offeree when
acceptance has been received.
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials
EXHIBIT "A" TO
COMMERICAL PURCHASE AND SALE AGREEMENT
LEGAL DESCRIPTION
All that tract or parcel of land lying and being located Land ▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ of Alpharetta, ▇▇▇▇▇▇ County Georgia and being
more particularly described as follows:
Beginning at a point at the Southwest end of a miter at the intersection of
the East right of way (R/W) line of ▇▇▇▇▇▇ Bridge Road (R/W varies) and the
Southeast R/W line North Point Parkway (130' R/W); thence along said miter
North 33 degrees 26' 45" East, a distance of 58.73 feet to a point on the
Southeast R/W line of North Point Parkway; thence following said R/W line
North 84 degrees 09' 13" East, a distance of 90.00 feet to a point; thence
152.49 feet along a curve to the left, said curve having a chord of North
78 degrees 33' 41" East 152.25 feet and a radius of 781.20 feet to a point;
thence 213.48 feet along a curve to the left, said curve having a chord of
North 65 degrees 08' 26" East 212.82 feet and a radius of 781.20 feet to a
1/2" rebar set and the TRUE POINT OF BEGINNING; thence continuing along
said R/W line 26.70 feet along a curve to the left, said curve having a
chord of North 56 degrees 19' 58" East 26.70 feet and a radius of 781.20 to
a point; thence North 55 degrees 21' 13" East, a distance of 320.00 feet to
a point; thence 14.34 feet along a curve to the right, said curve having a
chord of North 55 degrees 59' 04" East 14.34 feet and a radius of 651.20
feet to 1/2" rebar set at the Northwest end of a miter at the intersection
of said R/W line and the Northwest R/W line of ▇▇▇▇▇▇▇ ▇▇▇▇ (R/W varies);
thence along said miter South 57 degrees 34; 15" East, a distance of 103.63
feet to a 1/2" rebar set on the Northwest R/W line of ▇▇▇▇▇▇▇ ▇▇▇▇; thence
following said R/W line South 20 degrees 00' 59" East, a distance of 51.07
feet to a point; thence 268.67 feet along a curve to the right, said curve
having a chord of South 15 degrees 04' 23" West 263.88 feet and a radius of
409.50 feet to a point; thence South 34 degrees 52' 09" West, a distance of
175.47 feet to a concrete nail sat; thence leaving said R/W line North 55
degrees 07' 51" West, a distance of 77.67 feet to a 1/2" rebar set; thence
Noth 36 degrees 20' 19" West, a distance of 292.87 feet to the TRUE POINT
OF BEGINNING. Said tract contains 2.593 acres or 112,962 square feet.
/s/ JH /s/ RPJ
Buyer's Initials Seller's Initials