PURCHASE AND SALE AGREEMENT
by
and
between
BRAEMAR HOUSING LIMITED PARTNERSHIP,
an Ohio limited partnership
"Seller"
and
TRIPLE NET PROPERTIES, LLC,
a Virginia limited liability company
1
"Purchaser"
PURCHASE AND SALE AGREEMENT
INDEX
1.IDENTIFICATION OF PARTIES
1
2.DESCRIPTION OF THE PROPERTY
2
3.THE PURCHASE PRICE
3
4.TITLE
5
5.REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
6
6.REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
11
7.SELLER'S DELIVERIES
11
8.CONDITIONS PRECEDENT TO CLOSING
17
9.ADDITIONAL COVENANTS OF SELLER
18
10.SELLER'S CLOSING DOCUMENTS
22
11.PURCHASER'S CLOSING DOCUMENTS
24
12.PRORATIONS AND ADJUSTMENTS
25
13.CLOSING
26
14.CLOSING COSTS
27
15.LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION
27
16.DEFAULT
30
17.POST CLOSING INDEMNIFICATION
30
18.BROKERS
31
19.MISCELLANEOUS
32
EXHIBITS
EXHIBIT A
-
Legal Description of the Land
EXHIBIT A-1 -
Due Diligence Delivery Documents
EXHIBIT B
-
Rent Roll
EXHIBIT C
-
List of Personal Property
EXHIBIT D
-
List of Intangible Personal Property
EXHIBIT E
-
Schedule of Commissions
EXHIBIT F
-
Schedule of Contracts
EXHIBIT G
-
Schedule of Litigation and Disclosure Items
EXHIBIT H
-
Form of Certification of Non-Foreign Status
EXHIBIT I
-
Form of Certificate Regarding Representations and Warranties
EXHIBIT J
-
Form of Bill of Sale
EXHIBIT K
-
Form of Contract Assignment
EXHIBIT L
-
Form of Lease Assignment
EXHIBIT M
-
Form of Notice to Tenants
EXHIBIT N
-
Form of Representation Letter
2
PURCHASE AND SALE AGREEMENT
1. IDENTIFICATION OF PARTIES
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
April 26, 2007, between BRAEMAR HOUSING LIMITED PARTNERSHIP, an Ohio limited
partnership ("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 the County of Mecklenburg,
State of North Carolina (the "State"), consisting of approximately twelve
(12) acres of land, commonly known as "Residences at Braemar", and more
particularly described on Exhibit A attached hereto and incorporated herein by
this reference (the "Land"), together with the improvements located thereon,
containing one hundred sixty (160) 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