PURCHASE AND SALE AGREEMENT
by
and
between
EL DORADO APARTMENTS, LLC,
a Texas limited liability company
"Seller"
and
TRIPLE NET PROPERTIES, LLC
a Virginia liability company
"Purchaser"
1
PURCHASE AND SALE AGREEMENT
INDEX
SECTION
PAGE
SIGNATURE PAGE
EXHIBITS
EXHIBIT A
-
Legal Description of the Land
EXHIBIT A-1 -
Reserved
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
EXHIBIT L
EXHIBIT M
-
-
-
-
-
-
-
-
-
-
-
-
Rent Roll
Reserved
Reserved
Reserved
Schedule of Contracts
Reserved
Form of Certification of Non-Foreign Status
Form of Certificate Regarding Representations and Warranties
Form of Bill of Sale
Form of Contract Assignment
Form of Lease Assignment
Form of Notice to Tenants
2
PURCHASE AND SALE AGREEMENT
1. IDENTIFICATION OF PARTIES
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
February 21, 2007, between EL DORADO APARTMENTS, LLC, a Texas limited liability
company ("Seller") and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company ("Purchaser").
R E C I T A L S:
A. Seller owns that certain real property located in Collin County, State of
Texas (the "State"), consisting of approximately 13.698 acres of land, commonly
known as the Villas at El Dorado Apartments, and more particularly described on
Exhibit A attached hereto and incorporated herein by this reference (the
"Land"), together with the improvements located thereon, containing 248
apartments, and all other improvements located thereon (the "Improvements").
B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from
Seller, all of Seller's right, title and interest in and to the Property
(hereinafter defined) for the price and on the terms and conditions hereinafter
set forth.
C. The date the Escrow Agent (hereinafter defined) receives a fully executed
copy of this Agreement shall be the "Effective Date".
NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
2. DESCRIPTION OF THE PROPERTY
Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees
to purchase from Seller all of Seller's right, title and interest in and to the
following:
(a) The Land, together with the Improvements;
(b) All of Seller's interest as lessor in all leases covering the Land and the
Improvements (said leases, together with any and all amendments, modifications
or supplements thereto, are hereinafter referred to collectively as the "Leases"
and are identified in the Rent Roll (hereinafter defined) attached hereto as
Exhibit B);
(c) All rights, privileges, easements and appurtenances appertaining to the Land
and the Improvements including, without limitation, all easements, rights-of-way
and other appurtenances used or connected with the beneficial use or enjoyment
of the Land and the Improvements. The Land, the Improvements, and all such
rights, privileges, easements and appurtenances (including, without limitation,
Seller's interest as lessor under the Leases) are sometimes hereinafter
collectively referred to