PURCHASE AGREEMENT
CENTURION VIDEO LTD.
HOLLYWOOD VIDEO STORES
INDUSTRIAL BOULEVARD (HIGHWAY 158), SARALAND, ALABAMA,
AND
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
This Purchase Agreement (the "Agreement") entered into
and effective as of the 8 day of October, 1998, by and
between Centurion Video Ltd. (the "Seller") and AEI Fund
Management, Inc., a Minnesota corporation, or its assigns
(the "Buyer").
1. Property. Seller holds an undivided 100% interest in
the fee title to that certain real property legally
described in the attached Exhibit "A" (the "Parcels").
Seller wishes to sell and Buyer wishes to purchase the
Parcels and all improvements thereon developed as Hollywood
Video stores (the "Improvements") on the Parcels (the
Parcels and the Improvements collectively, the "Property" or
"Properties").
2. Lease. The Properties are being sold subject to
existing Leases of the Properties by and between Seller, as
lessor, and Hollywood Entertainment Corporation, as lessee
(the "Lessee"), each dated December 15, 1997 (the " Lease"
or "Leases"). Buyer shall have the right to approve each
such Lease which approval shall include but shall not be
limited to an Opinion of Counsel from the State in which
each Property is located regarding the enforceability of the
Lease, to be obtained at Buyer's expense during the First
Contingency Period as hereinafter defined.
3. Closing Date. The closing date on the Buyer's purchase
of the Properties shall take place fifteen (15) days after
the end of the First Contingency Period as herein defined,
subject to the Second Due Diligence Period. (the "Closing
Date").
4. Purchase Price. The purchase prices for the Properties
are as follows: Saraland, Alabama $1,332,305 and Covington,
Louisiana $1,291,105 (the "Purchase Prices"), which as a
contingency to Buyer's obligations hereunder must each be
supported by an MAI appraisal of the Property to be obtained
by Buyer as described in Article 8.03 hereof. If all
conditions precedent to Buyer's obligations to purchase have
been satisfied, Buyer shall deposit the Purchase Prices with
a title company acceptable to Buyer as described in Article
6 hereof (the "Closing Agent") on or before the Closing
Date.
Within five (5) business days of full execution of this
Agreement, Buyer will deposit $25,000 (the "▇▇▇▇▇▇▇ Money")
for each Property in an escrow account with the Closing
Agent. The ▇▇▇▇▇▇▇ Money will be credited against the
Purchase Price paid by Buyer at closing when and if the
transaction contemplated herein closes and the sale is
completed.
The balance of the Purchase Prices shall be deposited
by Buyer into an escrow account with the Closing Agent on or
before the Closing Date. The ▇▇▇▇▇▇▇ Money is nonrefundable
following the expiration of the First Contingency Period as
set forth in paragraph 8.01.
On the Closing date Buyer shall receive an
overhead/supervision reimbursement for each property as
follows: Saraland, Alabama $38,805 and Covington, Louisiana
$37,605. The remaining Purchase Prices shall be disbursed
in accordance with this Agreement as designated herein.
5. Escrow. Escrow shall be opened by Seller with the
Closing Agent upon execution of this Agreement. A copy of
this Agreement will be delivered to the Closing Agent by
Seller and will serve as escrow instructions together with
any additional instructions required by Seller and/or Buyer
or their respective counsels. Seller and Buyer agree to
cooperate with the Closing Agent and sign any additional
instructions reasonably required by the Closing Agent to
close escrow. If there is any conflict between any other
instructions and this Agreement, this Agreement shall
control.
6. Title. Seller shall deliver to Buyer a commitment for
an ALTA Owner's Policy of Title Insurance (ALTA owner-most
recent edition), individually for each Property, issued by a
nationally recognized title insurance company acceptable to
Buyer (the "Title Company"), insuring marketable title in
the Properties, subject only to such matters as Buyer may
approve and contain such endorsements as Buyer may require,
including extended coverage and owner's comprehensive
coverage (the "Title Commitment" or "Title Commitments").
The Title Commitments shall show Seller as the present fee
owner of the Properties and show Buyer as the fee owner to
be insured.
The Title Commitments also shall include the following:
(a) an itemization of all outstanding and pending
special assessments and an itemization of taxes
affecting the Properties and the tax year to which
they relate;
(b) shall state whether taxes are current and if not,
show the amounts unpaid; and
(c) the tax parcel identification numbers and whether
the tax parcel includes property other than the
Properties to be purchased.
All easements, restrictions, documents and other items
affecting title shall be listed in Schedule "B" of each
Title Commitment. Copies of all instruments creating such
exceptions must be attached to each Title Commitment.
Buyer shall be allowed ten (10) business days after
receipt of the Title Commitments and copies of all
underlying documents or until the end of the First
Contingency Period, whichever is later to be consistent with
Article 8.01 hereof, for examination and the making of any
objections thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller
shall be allowed thirty (30) days to cure such objections or
in the alternative to obtain a commitment for insurable
title insuring over Buyer's objections. If Seller shall
decide to make no efforts to cure Buyer's objections, or is
unable to obtain insurable title within said thirty (30) day
period, this Agreement shall be null and void and of no
further force and effect and the ▇▇▇▇▇▇▇ Money shall be
returned in full to Buyer immediately and neither party
shall have any further duties or obligations to the other
hereunder
The Buyer shall also have ten (10) business days to
review and approve any easement, lien, hypothecation or
other encumbrance placed of record affecting the Properties
after the date of the Title Commitments. If necessary, the
Closing Date shall be extended by the number of days
necessary for the Buyer to have ten (10) business days to
review any such items. Such ten (10) business day review
period shall commence on the date the Buyer is provided with
a legible copy of the instrument creating such exception to
title. The Seller agrees to inform the Buyer of any item
executed by the Seller placed of record affecting the
Properties after the date of the Title Commitments. If any
objections are so made, the Seller shall be allowed thirty
(30) days to cure such objections or in the alternative to
obtain a commitment for insurable title insuring over
Buyer's objections. If Seller shall decide to make no
efforts to cure Buyer's objections, or is unable to obtain
insurable title within said thirty (30) day period, this
Agreement shall be null and void and of no further force and
effect and the ▇▇▇▇▇▇▇ Money shall be returned in full to
Buyer immediately and neither party shall have any further
duties or obligations to the other hereunder.
7. Site Inspection. Each property has been inspected and
approved by Buyer. Seller has agreed to reimburse Buyer
$1,500 for inspection costs. Such reimbursement is due and
payable, to Buyer, at the mutual execution of the Purchase
Agreement. This reimbursement is nonrefundable in the event
this transaction is terminated by either Seller or Buyer for
any reason.
8. Due Diligence and Contingency Periods.
8.01 First Due Diligence Documents and First Contingency
Period. Buyer shall have until the later of thirty (30)
days from the Date of the Purchase Agreement or until the
end of the tenth (10th) business day after the delivery of
all of the Seller provided First Due Diligence Documents
(the "First Contingency Period") to conduct all of its
inspections, due diligence and review to satisfy itself
regarding each item, the Properties and this transaction.
Due Diligence Documents, for each Property, are to be
delivered by Seller at Seller's expense unless specifically
designated herein to be obtained by Buyer as described
below:
(a) The Title Commitment, of current or recent date
and copies of all exceptions to title listed
therein;
(b) Existing ALTA As-Built survey of the Property,
dated after the completion of the present
improvements on the Property, with a reliance
letter from the surveyor to Buyer;
(c) Copies of the Lease and all amendments and
assignments thereto, Seller already provided;
(d) Phase I environmental assessment report prepared
by a company satisfactory to Buyer containing
evidence that the Property complies with all
federal, state and local environmental
regulations, to be of current date and certified
to Buyer. Seller and Buyer shall each pay one-
half the cost of updating existing reports and the
cost for Seller and Buyer each shall not exceed
$500 per property;
(e) Copies of the insurance certificates for Lessee
as required by the Lease;
(f) Final plans and specifications for the
Improvements;
(g) All documents Title Company deems necessary to
support the authority of the persons executing any
documents on behalf of the Seller or Lessee;
(h) Existing soils report;
(I) Permits and licenses issued or required for the
operation of the premises by Tenant, if any;
(j) Real estate tax statement;
(k) Certificate of Occupancy;
(l) MAI appraisal, stating the value of the Property
with the completed Improvements thereon to be of
current date and certified to Buyer and shall be
paid for and obtained by Buyer;
(m) Seller prepared AIA Certificate of Substantial
Completion executed by the general contractor and
Seller certifying, to Seller as of the completion
date of the Improvements, that the Improvements
have been completed in accordance with the plans
and specifications and the soils report for the
Property and comply with all applicable building,
zoning, energy, environmental laws and regulations
and the Americans with Disabilities Act; and
(n) Zoning compliance letter from the municipality or
county exercising land use control over the
Property in form and substance satisfactory to
Buyer, to be obtained by Buyer, to be of current
date and certified to Buyer.
(All of the above described documents (a) through (n)
are hereinafter collectively the "First Due Diligence
Documents").
Buyer may cancel this Agreement for any reason in its
sole discretion by delivering a cancellation notice, return
receipt requested, to Seller and Closing Agent prior to the
end of the First Contingency Period. All due diligence
documents, provided by Seller, are to be returned to Seller
and the ▇▇▇▇▇▇▇ Money shall be returned in full to Buyer
immediately and neither party shall have any further duties
or obligations to the other hereunder. Such notice shall be
deemed effective upon receipt by Seller.
8.02 Form of Closing Documents. Prior to the end of the
First Contingency Period, Seller and Buyer shall agree on
the form of the following documents, for each Property, to
be delivered to Buyer on the Closing Date by Seller as set
forth in Article 14 hereof:
(a) Special warranty deed;
(b) Seller's Affidavit;
(c) FIRPTA Affidavit;
(d) Assignment of the Lease;
(e) Assignment of warranties from the party or parties
constructing the Improvements on the Property;
(g) Seller prepared AIA Certificate of Substantial
Completion executed by the general contractor and
Seller, certifying, to Seller as of the completion
date of the Improvements, that the Improvements
have been completed in accordance with the plans
and specifications and the soils report for the
Property and comply with all applicable building,
zoning, energy, environmental laws and regulations
and the Americans with Disabilities Act;
(h) Estoppel from Lessee;
(I) Indemnity from Seller in favor of Buyer over
representations and warranties (including but not
limited to construction matters) for which the
Landlord is liable under the Lease;
(j) Any documentation modifying the Lease as may be
required by Buyer and agreed to between Buyer
and/or Seller and Tenant; and
(k) The Assignments of all warranties, and if such
warranties are not unassignable on their face,
the written consents of the assignments thereof by
the party giving the warranty from the party or
parties constructing the Improvements on the
Property.
In the event that Seller and Buyer, and where applicable,
Lessee, do not reach mutual agreement on the form of the
above described documents (a) through (k) prior to the end
of the First Contingency Period, this Agreement may be
terminated by either Seller or Buyer and the ▇▇▇▇▇▇▇ Money
shall be returned in full to the Buyer immediately and
neither party shall have any further duties or obligations
to the other hereunder.
8.03 Second Due Diligence Documents and Second Contingency
Period.
(A) As soon as available, but in any event no later than at
least ten (10) business days prior to the Closing Date (the
"Second Contingency Period"), Seller shall deliver to Buyer,
for each Property, the following items for review and
acceptance:
(1) Any documents or written summary of facts known to
Seller that materially change or render incomplete,
invalid, or inaccurate any of the First Due Diligence
Documents; and
(2) Seller to provide representation to Buyer that the
transaction contemplated herein does not represent
a fraudulent conveyance.
(All of the above described documents (1) through (2)
are hereinafter collectively the "Second Due Diligence
Documents").
Buyer shall have ten (10) business days to examine and
to accept all of the above-described Second Due
Diligence Documents. After Buyer's receipt and review
of the Second Due Diligence Documents, Buyer may cancel
this Agreement if any of the Second Due Diligence
Documents are not acceptable to Buyer, in its sole
discretion, by delivering a cancellation notice, as
provided herein, to Seller and Closing Agent prior to
the end of the Second Contingency Period. Such notice
shall be deemed effective upon receipt by Seller. If
Buyer so terminates this Agreement, the ▇▇▇▇▇▇▇ Money
shall be returned in full to Buyer immediately and
thereafter neither party shall have any further duties
or obligations to the other hereunder.
It shall be a condition precedent to BuyerOs
obligations to close hereunder that there have been no
material changes in any of the information reflected in the
First or Second Due Diligence Documents after the date of
such document and prior to closing.
Until this Agreement is terminated or the Closing has
occurred, Seller shall deliver to Buyer any documentation
that comes in Seller's possession that modifies any of the
First or Second Due Diligence Documents, including the
Lease, or could render any of the First or Second Due
Diligence Documents materially inaccurate, incomplete or
invalid. Buyer shall, in any event, have five (5) business
days before the Closing Date to review any such document
and, if necessary, the Closing Date shall be extended by the
number of days necessary for Buyer to have five (5) business
days to review any such document or documents.
9. Closing Costs. Seller shall pay all costs of
closing, including, but not limited to, the owner's title
insurance commitment and policy, recording fees, escrow
fees, any brokerage fees to American Asset Advisors and the
costs of updating and certifying all Due Diligence Documents
unless otherwise designated herein to be paid by Buyer.
Each party will pay its own attorneys' fees to close this
transaction. Buyer is to pay any transfer fees or mortgage
registration taxes resulting from its recording of a
mortgage or deed of trust on any of the Properties. Seller
and Buyer shall each pay one-half the cost of updating the
existing Phase I environmental reports limited to each party
paying up to $500 per property.
10. Real Estate Taxes and Assessments. Seller represents
to Buyer that to the best of its knowledge, all real estate
taxes and installments of special assessments due and
payable on or before the Closing Date have been or will be
paid in full as of the Closing Date. It is understood
between Seller and Buyer that all unpaid levied and pending
special assessments are paid by the Lessee and shall be the
responsibility of the Lessee under the Lease after the
Closing Date.
In the event Lessee does not pay any special
assessments or real estate taxes that are the responsibility
of the Lessee under the Lease, Seller and Buyer agree to
each pay its prorata share of said assessments or taxes as
of the Closing Date.
11. Prorations. The Buyer and the Seller, as of the Closing
Date, shall prorate: (i) all rent due under the Leases, (ii)
ad valorem taxes, personal property taxes, charges or
assignments affecting the Properties (on a calendar year
basis), (iii) utility charges, including charges for water,
gas, electricity, and sewer, if any, (iv) other expenses
relating to the Properties which have accrued but not paid
as of the Closing Date, based upon the most current
ascertainable tax ▇▇▇▇ and other relevant billing
information, including any charges arising under any of the
encumbrances to the Property. To the extent that
information for any such proration is not available on the
Closing Date or if the actual amount of such taxes, charges
or expenses differs from the amount used in the prorations
at closing, then the parties shall make any adjustments
necessary so that the prorations at closing are adjusted
based upon the actual amount of such taxes, charges or
expenses. The parties agree to make such reprorations as
soon as possible after the actual amount of real estate
taxes, charges or expenses prorated at closing becomes
available.
12. Seller's Representations and Warranties. For each
Property, Seller represents and warrants as of this date and
to the best of Seller's actual knowledge that:
(a) Except for this Agreement and the Lease between
Seller and Hollywood Entertainment Corporation, it
is not aware of any other agreements or leases
with respect to the Property.
(B) Seller has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has by proper proceedings duly
authorized the execution and delivery of this
Agreement and the consummation of the transaction
contemplated hereunder.
(C) Seller does not have any actions or proceedings
pending, which would materially affect the
Property or Lessee, except matters fully covered
by insurance.
(D) The consummation of the transactions contemplated
hereunder, and the performance of this Agreement
and the delivery of the special warranty deed to
Buyer, will not result in any breach of, or
constitute a default under, any instrument to
which Seller is a party or by which Seller may be
bound or affected.
(E) All of Seller's covenants, agreements, and
representations made herein, and in any and all
documents which may be delivered pursuant hereto,
shall survive the delivery to Buyer of the special
warranty deed and other documents furnished in
accordance with this Agreement, for a period of
one (1) year and the provision hereof shall
continue to inure to BuyerOs benefit and its
successors and assigns.
(F) The Property is in good condition, substantially
undamaged by fire and other hazards, and has not
been made the subject of any condemnation
proceeding.
(G) The use and operation of the Property now is in
full compliance with applicable local, state and
federal laws, ordinances, regulations and
requirements.
(H) These Seller's representations and warranties
deemed to be true and correct as of the Closing
Date and shall survive the closing, for a period
of one (1) year.
(I) Seller has not caused or permitted any, and to
Seller's actual knowledge, the Property is not in
violation of, any federal, state or local law,
ordinance or regulations relating to industrial
hygiene or to the environmental conditions on,
under or about the Property, including, but not
limited to, soil and groundwater conditions. To
Seller's actual knowledge, there is no proceeding
or inquiry by any governmental authority with
respect to the presence of hazardous materials on
the Property or the migration of hazardous
materials from or to other property.
(J) The transaction contemplated herein does not
represent a fraudulent conveyance.
13. Buyer's Representations and Warranties. Buyer
represents and warrants to Seller that:
(a) Buyer has all requisite power and authority to
consummate the transaction contemplated by this
Agreement and has by proper proceedings duly
authorized the execution and delivery of this
Agreement and the consummation of the transaction
contemplated hereunder.
(B) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of
the transaction contemplated hereunder will
violate or be in conflict with any agreement or
instrument to which Buyer is a party or by which
Buyer is bound.
(C) These Buyer's representations and warranties
deemed to be true and correct as of the Closing
Date and shall survive the closing.
14. Closing.
(a) Three (3) days prior to the Closing Date, with
simultaneous copy to Buyer, Seller will deposit into escrow
with the Closing Agent the following documents, for each
Property:
(1) A Special warranty deed conveying insurable title
to the Property to Buyer, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(2) Estoppel letter from Lessee, in form and substance
as agreed to between Seller and Buyer during the
First Contingency Period;
(3) Affidavit of Seller, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(4) FIRPTA Affidavit, in form and substance as agreed
to between Seller and Buyer during the First
Contingency Period;
(5) Assignment of Lease, in form and substance as
agreed to between Seller and Buyer during the
First Contingency Period;
(6) Any documentation modifying the Lease as may be
required by Buyer and agreed to between Buyer
and/or Seller and Lessee during the First
Contingency Period;
(7) Assignments of all warranties (and the written
consents of the assignments thereof by the party
giving the warranty) from the party or parties
constructing the Improvements on the Property;
(8) Original insurance policy of Lessee as required by
the Lease;
(9) Copy of the final unconditional Certificate of
Occupancy for the Property authorizing LesseeOs
use and occupancy of the Property;
(10) Certificate of Completion executed by the project
architect, general contractor and the Seller, in
form and substance as agreed to between the Seller
and Buyer prior to the end of the First
Contingency Period;
(11) A down-dated title commitment for an owner's
title insurance policy, reflecting only permitted
exceptions approved by Buyer during the First
Contingency Period and including all endorsements
required by Buyer, with all Schedule C
requirements, if any, removed;
(12) Copies of any and all certificates, permits,
licenses and other authorizations of any
governmental body or authority which are necessary
to permit the use and occupancy of the
Improvements;
(13) Project cost statement, signed by Seller,
itemizing, at a minimum, the following costs:
land acquisition, building construction and site
work;
(14) Seller indemnification from Seller to Buyer for
Landlord's representations and warranties in the
Lease, for a period of one (1) year from
Commencement Date of each Lease; and
(15) The original Lease and any Amendments thereto,
executed by all parties.
(B) On or before the Closing Date, Buyer will deposit the
Purchase Price with the Closing Agent;
(c) Both parties will sign and deliver to the Closing Agent
any other documents reasonably required by the Closing Agent
and/or the Title Company.
15. Termination. This Agreement may be terminated prior to
closing at Buyer's option and the ▇▇▇▇▇▇▇ Money returned to
Buyer in full immediately in the event of any of the
following occurrences:
(a) Seller fails to comply with any of the terms
hereof;
(b) A default exists in any material financial
obligation of Seller or Lessee;
(c) Any representation made or contained in any
submission from Seller or Lessee, or in the Due
Diligence Documents, proves to be untrue,
substantially false or misleading at any time
prior to the Closing Date;
(d) There has been a material adverse change in the
financial condition of Lessee or there shall be a
material action, suit or proceeding pending or
threatened against Seller which affects SellerOs
ability to perform under this Agreement or against
Lessee which affects Lessee's ability to perform
under the Lease;
(e) Any bankruptcy, reorganization, insolvency,
withdrawal, or similar proceeding is instituted by
or against Seller or Lessee;
(f) Seller or Lessee shall be dissolved, liquidated or
wound up; and
(g) Notice given by Buyer pursuant to any right of
termination herein.
16. Damages, Destruction and Eminent Domain. If, prior to
the Closing Date, any one of the Properties, or any part
thereof, should be destroyed or further damaged by fire, the
elements, or any cause, due to events occurring subsequent
to the date of this Agreement, this Agreement shall become
null and void, at Buyer's option, exercised by written
notice to Seller within ten (10) business days after Buyer
has received written notice from Seller of said destruction
or damage. Seller, however, shall have the right to adjust
or settle any insured loss until (a) all contingencies set
forth in Article 8 hereof have been satisfied, or waived;
and (b) any period provided for above in Article 8 hereof
for Buyer to elect to terminate this Agreement has expired
or Buyer has, by written notice to Seller, waived BuyerOs
right to terminate this Agreement. If Buyer elects to
proceed and to consummate the purchase despite said damage
or destruction, there shall be no reduction in or abatement
of the respective Purchase Price, and Seller shall assign to
Buyer the Seller's right, title and interest in and to all
insurance proceeds resulting from said damage or destruction
to the extent that the same are payable with respect to
damage to the Property, subject to rights of the Lessee.
If prior to closing, any one of the Properties, or any
part thereof, is taken by eminent domain, this Agreement
shall become null and void, at Buyer's option. If Buyer
elects to proceed and to consummate the purchase despite
said taking, there shall be no reduction in, or abatement
of, the Purchase Price and Seller shall assign to Buyer all
the Seller's right, title and interest in and to any award
made, or to be made, in the condemnation proceeding pro-
rata, subject to rights of the Lessee.
In the event that this Agreement is terminated by Buyer
as provided above, the ▇▇▇▇▇▇▇ Money shall be returned to
Buyer immediately after execution by Buyer of such documents
reasonably requested by Seller to evidence the termination
hereof.
17. Notices. All notices from either of the parties hereto
to the other shall be in writing and shall be considered to
have been duly given or served if sent by first class
certified mail, return receipt requested, postage prepaid,
or by a nationally recognized courier service guaranteeing
overnight delivery to the party at his or its address set
forth below, or to such other address as such party may
hereafter designate by written notice to the other party.
If to Seller: Centurion Video Ltd.
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ - ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Boulevard
Charlotte, North Carolina 28269
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇
If to Buyer: AEI Fund Management, Inc.
1300 Minnesota World Trade Center
▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Notice shall be deemed received 48 hours after proper
deposit in U.S. Mail, or 24 hours after proper deposit with
a nationally recognized overnight courier.
18. Miscellaneous.
a. This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the
essence. This Agreement will not be construed for or
against a party whether or not that party has drafted this
Agreement. If there is any action or proceeding between the
parties relating to this Agreement, the prevailing party
will be entitled to recover attorney's fees and costs. This
is an integrated agreement containing all agreements of the
parties about the Properties and the other matters
described, and it supersedes any other agreement or
understandings. Exhibits attached to this Agreement are
incorporated into this Agreement.
b. If the transaction contemplated hereunder does not close
by the Closing Date, through no fault of Buyer, Buyer may
either, at it election, extend the Closing Date, exercise
any remedy available to it by law, or terminate this
Agreement and receive its ▇▇▇▇▇▇▇ Money back in full
immediately.
c. This Agreement shall be assignable by Buyer, at its
option, in whole or in part, in such manner as Buyer may
determine, to an affiliate of affiliates of Buyer.
d. The Buyer and Seller each warrant to the other that
American Asset Advisors is the only party which either has
dealt with which would result in a claim for a commission.
Seller acknowledges that Seller is solely responsible for
any claim of commission that American Assets Advisors may
have concerning this transaction.
e. Seller and Buyer agree that it is Seller's
responsibility to continue liability under the Leases with
regard to any Landlord warranty of construction through the
first anniversary date of the Leases. For each Property,
Seller will provide, in a form acceptable to Buyer, an
indemnification of warranty of construction. For each
Lease, Seller will further assist Buyer in obtaining an
Estoppel from the Tenant.
Buyer is submitting this offer by signing a copy of
this Agreement and delivering it to Seller. Seller has
until October 12, 1998 within which time to accept this
offer by signing and returning this Agreement to Buyer.
When executed by both parties, this Agreement will be a
binding agreement for valid and sufficient consideration
which will bind and benefit Seller, Buyer and their
respective successors and assigns.
The remainder of this page has been intentionally left
blank.
IN WITNESS WHEREOF, Seller and Buyer have executed
this Agreement effective as of the day and year above first
written.
SELLER:
CENTURION VIDEO LTD. Attest:
By: Centurion Development Corp.
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: President ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Print Name
BUYER:
AEI FUND MANAGEMENT, INC. Attest:
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its President ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Print Name
EXHIBIT "A"
Legal Description of the Parcel
SARALAND, ALABAMA
Lot 1 of Wal*Mart Square, according to a plat thereof as
recorded in Map Book 70, Page 25 of the Probate Court
Records, Mobile County, Alabama
COVINGTON, LOUISIANA
PARCEL NO. 2-1
Beginning at a point along Vendor's southerly property line,
which point is also along the easterly existing right of way
of La-US 190 Business and which if point were extended would
intersect project centerline at highway Survey Stateion
210+39.90 and where there is a 1/2 inch iron pipe; thence
proceed North 09 degrees 56' 52" East a distance of 154.76
feet to a point and corner where there is a 1/2 inch iron
pipe which point is along the Vendor's notherly p roperty
line, which line intersects project centerline at highway
Survey Station 211+95.68;thence proceed North 55 degrees 58'
38" East a distance of 20.94 feet to a point and corner;
thence proceed along the arc of a curve having radius of
1,328.24 feet (the chord which bears South 09 degrees 12'
37" West a distance of 153.75 feet) an arc distance of
153.84 feet to a point and corner which point is along
Vendor's southerly property line, which if point were
extended would intersect project centerline at Highway
Survey Station 211+01.83 and which point is 62 feet from
project centerline; thence proceed South 57 degrees 33' 28"
West a distance of 23.09 feet to a point of beginning and
containing a net required area of 2,720.6 square feet.
All being a portion of the same property acquired by ▇▇▇▇
and ▇▇▇▇▇ ▇▇▇▇▇ by Act recorded March 20, 1974, COB 725,
Page 724 in the records of ST. Tammany parish, Louisian,
less and except conveyed by ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ (Parcel No.
2-1) on or about March, 1998.
EXHIBIT "B"
FINANCIAL DOCUMENTATION REQUIREMENTS
Prior to closing, the following must be received
and approved by AEI, along with those items
specified more fully in the Purchase Agreement:
I. Representation, satisfactory to Buyer, that
the sale of the Parcel does not constitute a
fraudulent conveyance.
II. Itemized budget of total project cost for the
property to be purchased.
Items I & II above must be signed by an authorized officer
of Seller certifying to the accuracy thereof. The
certification language must read as follows:
"The undersigned hereby certifies and warrants
that the information contained in these
documents is true and correct, understands that
AEI is relying upon such information as an
inducement for entering into a purchase
transaction with the undersigned, and expressly
represents that AEI may have reliance upon such
information."