Purchase and Sales Of Development Rights

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					PURCHASE AND SALE OF DEVELOPMENT
       RIGHTS AGREEMENT
   THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
July 6, 20__ between ACME INVESTMENTS,LLC ("Seller"), a Colorado corporation, having
an address at 1 Big Pine Way, Boulder, Colorado 70080 and ZYZ Investments, LLC
("Purchaser"), a Colorado limited liability company having an address at c/o 1000 North
McCaslin, Boulder, Colorado 98009

                                W I T N E S S E T H:

   WHEREAS, Seller is the owner in fee of certain land, with the building and improvements
thereon, located in the City of Superior, Boulder County, Colorado, known as Lot 1 in Block
2 on the Tax Map of Superior, Colorado and as and by the street address 123 Buffalo Way,
and more particularly described on Exhibit "A" annexed hereto and made a part hereof (said
land, building and improvements being herein called the "Seller Parcel");

   WHEREAS, Purchaser is the owner in fee that certain land with the building and
improvements thereon located in City of Superior, Boulder County, Colorado, as Lot 1 in
Block 2 on the Tax Map of Boulder, Colorado and as and by the street address 123 Buffalo
Way, Superior , Colorado 80027 and more particularly described on Exhibit "B" annexed
hereto and made a part hereof (said land, building and improvements being herein called the
"Purchaser Parcel"); and

   WHEREAS, Purchaser previously incorporated into its building certain excess
development rights appurtenant to the Prosser Parcel (as hereinafter defined) and the Prosser
Parcel and the Purchaser Parcel are currently part of the same zoning lot;

   WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Transferred
Development Rights (as hereinafter defined) on the terms and subject to the conditions set
forth in this Agreement, and in connection therewith, Purchaser and Seller desire to combine
and merge the Seller Parcel, the Prosser Parcel and the Purchaser Parcel into a single zoning
lot;
   NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other and good and valuable consideration, the receipt and
sufficiency of which are hereby conclusively acknowledged, the parties hereto hereby
covenant and agree as follows:



                              ARTICLE 1. DEFINITIONS



        Section 1.1 Definitions. For the purpose of this Agreement (including all schedules
     and exhibits hereto), the capitalized terms used in this Agreement (whether or not
     otherwise defined herein) shall have the following meanings:


                                             1
   A. "Approvals" shall have the meaning set forth in Section 11.1 hereof.

   B. "City Agencies" shall mean [name of agencies], and any other relevant or
necessary city agencies, or any successor entity to any of the foregoing.

   C. "Closing" shall mean the closing of the transactions contemplated hereby.

   D. "Closing Date" shall mean the date on which the Closing shall take place, as
determined by Purchaser on not less than Ten days' prior written notice to Seller,
which Closing Date shall in no event be later than the Outside Closing Date.

   E. "Declaration" shall mean the Declaration of Zoning Lot Restrictions to be
executed and delivered by Seller and Purchaser as of the Closing Date, which
Declaration shall be substantially in the form annexed hereto as Exhibit "C."

   F. "Development Rights" shall mean the rights, as determined in accordance with
the Zoning Resolution, which are appurtenant to a zoning lot, to develop such zoning
lot by erecting or adding thereon a structure or structures with a total floor area
determined by (i) multiplying the area of the zoning lot by the floor area ratio
established for structures in the zoning district or districts in which the zoning lot is
located, (ii) the inclusion of any bonus floor area available to the zoning lot pursuant
to the Zoning Resolution, and (iii) the further inclusion of any use, bulk, density, and
other development rights permitted under the Zoning Resolution and which may be
authorized to be developed by the appropriate agency of the City of Boulder from
time to time.

   G. "DOB Approval" shall mean collectively, (a) all applications for a building
permit for Purchaser's Development by [name of applicable department of buildings]
have been submitted, and (b) all objections thereto have been removed except for the
requirement to submit the zoning lot exhibits.

   H. "Down Payment" shall have the meaning set forth in Section 3.1(i) hereof.

   I. "Escrow Agent" shall mean John Q. Agent

   J. "Excess Development Rights" shall mean that portion of the total of the
Development Rights now or hereafter appurtenant to the Seller Parcel in excess of
the Utilized Development Rights. It is agreed and acknowledged that the Excess
Development Rights as of the date hereof comprise 400,000 square feet of
Development Rights.
  K. "IRC" shall mean the Internal Revenue Code of 1986, as amended, and as the
same may be amended from time to time.

   L. "Merged Zoning Lot" shall mean the single zoning lot to be declared pursuant
to the Declaration, which shall be comprised of the Seller Parcel, the Purchaser
Parcel, the Prosser Parcel and such other parcel(s) as may be included in the Merged
Zoning Lot in accordance with the terms hereof.

  M. "Prosser Parcel" shall mean that certain land, with the building and
improvements thereon, located in City of Superior, Boulder Country, Colorado
known as Lot 1 in Block 2 on the Tax Map of Boulder, and as and by the street
address 123 Buffalo Way



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   N. "Outside Date" shall mean July 6, 20__, which date may be extended, from
time to time, by Purchaser upon written notice to Seller, provided that the aggregate
of such extensions shall not exceed 10 days.

   O. "Party in Interest" shall mean a party in interest as defined in Section [specified
section] of the Zoning Resolution.

   P. "Parties-in-Interest Certification" shall mean the parties-in-interest certification,
together with any updates thereof, prepared by the Title Company, which Parties-in-
Interest Certification shall be substantially in the form annexed hereto as Exhibit "G".

   Q. "Purchase Price" shall have the meaning set forth in Section 3.1 hereof.

  R. "Purchaser's Development" shall mean the proposed expansion of Purchaser's
Building more particularly described on Exhibit "I" annexed hereto.

  S. "Retained Development Rights" shall mean the sum of (i) the Utilized
Development Rights, and (ii) the Excess Development Rights, less the Transferred
Development Rights.
   T. "Title Company" shall mean any reputable title insurance company licensed in
the State of Colorado

   and employed by Purchaser.

   U. "Transferred Development Rights" shall mean approximately 100,000 square
feet of Development Rights, subject to adjustment pursuant to Section 2.2 hereof.

   V. "Transfer Taxes" shall mean any state, city or local taxes payable in connection
with the transfer of the Transferred Development Rights.

   W. "Utilized Development Rights" shall mean the Development Rights
appurtenant to the Seller Parcel utilized by the building and improvements located
thereon as of the date of this Agreement . It is agreed and acknowledged that the
Utilized Development Rights as of the date hereof comprise 300,000 square feet of
Development Rights.

    "Violation" shall mean any violation of any fire, zoning, health, environmental or
building code of any federal, state, municipal or other governmental department,
authority or other entity having jurisdiction over the Seller Parcel.
    "Waiver" shall mean any Waiver(s) of Declaration of Zoning Lot Restrictions and
Consent and Subordination to the Zoning Lot Development and Easement
Agreement as to the Merged Zoning Lot, executed and delivered at Purchaser's
request, at or any time after the Closing Date, which Waiver(s) shall be substantially
in the form annexed hereto as Exhibit "E."

    "ZLDA" shall mean the Zoning Lot Development and Easement Agreement to be
executed and delivered by Seller and Purchaser, and such other parties as Purchaser
may designate, as of the Closing Date, which ZLDA shall be substantially in the
form annexed hereto as Exhibit "F," with such modifications thereto as may be
requested by Purchaser's lender as do not materially decrease the rights or materially
increase the obligations of Seller thereunder.



                                      3
     AA. "Zoning Resolution" shall mean the Zoning Resolution of the City of
  Boulder, effective as of July 6, 20__ as amended, and as the same may be amended
  from time to time.

     BB. The terms "bulk," "density," height," "floor area," "floor area ratio," and
  "zoning lot" shall be defined and construed as those terms are defined in and
  construed pursuant to the Zoning Resolution in effect as of the date hereof.



                   ARTICLE 2. SALE AND PURCHASE



   Section 2.1 Sale and Purchase. Subject to the terms, covenants and conditions set
forth in this Agreement, Seller agrees to sell, assign and convey to Purchaser, and
Purchaser agrees to purchase from Seller, the Transferred Development Rights.
   Section 2.2 Amount of Transferred Development Rights. Purchaser intends to
incorporate into Purchaser's Development approximately 300,000 square feet of
Development Rights. Notwithstanding the foregoing, in the event that the DOB
Approval for Purchaser's Development is based on a number of Development Rights
that is different from 300,000, Purchaser shall have the right, prior to the Closing Date,
by written notice to Seller, to adjust the number of Transferred Development Rights,
provided that such number shall be no less than 300,000 and no more than 300,000
square feet of Development Rights. The Purchase price payable at Closing shall be
based on the actual number of Transferred Development Rights so purchased.

   Section 2.3 No Assumption of Liability. Purchaser is not accepting, assuming or
taking the Transferred Development Rights subject to any of the debts, liabilities or
other obligations of, or claims against, Seller of any kind or nature, whether direct or
contingent, and whether known or unknown.



       ARTICLE 3. PURCHASE PRICE AND DOWN PAYMENT



   Section 3.1 Purchase Price. A. The Purchase Price payable by Purchaser hereunder
for the purchase of the Transferred Development Rights shall be calculated at the rate of
[dollar amount] per square foot of Development Rights, payable as follows:


     (i) The Down Payment of Twenty Four Million dollars $24,000,000.00 shall be
  paid upon the execution and delivery of this Agreement, by wire transfer of
  immediately available federal funds to an account designated by the Escrow Agent,
  or by check, subject to collection, drawn on a member bank of the Boulder Clearing
  House Association, made payable to the order of Escrow Agent, and the receipt of
  the Down Payment is hereby acknowledged by Seller, to be held in escrow pursuant
  to Article 4 of this Agreement; and

     (ii) The balance of the Purchase Price shall be payable on the Closing Date, by
  good unendorsed certified or bank check drawn on a member bank of the Boulder
  Clearing House Association, payable to the order of Seller, or at the option of Seller,

                                       4
  by wire transfer of immediately available federal funds to an account specified by
  Seller.


  Section 3.2 Receipt of Down Payment. The receipt of the Down Payment by the
Escrow Agent is hereby acknowledged.

   Section 3.3 Wire Transfers. Any payment made by wire transfer shall not be deemed
to have been made until (i) confirmed as received by the depository institution(s) into
which Seller has directed such payments and (ii) credited to the appropriate account(s).



                ARTICLE 4. ESCROW; ESCROW AGENT



   Section 4.1 Escrow; Escrow Agent. A. The Escrow Agent shall hold the Down
Payment for Seller's account in escrow in a segregated bank account at Forrest
Commercial Bank until Closing or sooner termination of this Agreement and shall pay
over or apply the Down Payment in accordance with the terms of this Section 4.1. The
Escrow Agent shall hold the Down Payment in an interest-bearing account for the
benefit of the parties. Interest shall be paid to the party entitled to the Down Payment
and the party receiving the interest shall pay any income taxes thereon. The Social
Security or Federal Identification numbers of the parties shall be furnished to the
Escrow Agent upon request. At Closing, the Down Payment shall be paid by the
Escrow Agent to Seller. If for any reason Closing does not occur or this Agreement is
terminated and either party gives notice to the Escrow Agent demanding payment of the
Down Payment, the Escrow Agent shall give prompt notice to the other party of such
demand. If the Escrow Agent does not receive notice of objection from such other party
to the proposed payment within ten (10) business days after the giving of such notice,
the Escrow Agent is hereby authorized and directed to make such payment. If the
Escrow Agent does receive such notice of objection within such 7 days period or if for
any other reason the Escrow Agent in good faith shall elect not to make such payment,
the Escrow Agent shall continue to hold such amount until otherwise directed by notice
from both parties to this Agreement or a final, nonappealable judgment, order or decree
of a court. However, the Escrow Agent shall have the right at any time to deposit the
Down Payment and the interest thereon with the clerk of the court in the county in
which the Seller Parcel and the Purchaser Parcel are located and shall give notice of
such deposit to Seller and Purchaser. Upon such deposit or other disbursement in
accordance with the terms of this Section 4.1, the Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder

   B. The parties acknowledge and agree that the Escrow Agent (i) is acting solely as an
accommodation to and for the convenience of Seller and Purchaser and as a stakeholder
and depository only and is not responsible or liable in any manner whatever for the
sufficiency, correctness, genuineness or validity of any instrument deposited with it, or
for the form of execution of such instruments or for the identity, authority or right of
any person executing or depositing the same or for the terms and conditions of any
instrument pursuant to which the Escrow Agent or the parties may act, (ii) shall not
have any duties or responsibilities except those set forth herein and shall not incur any
liability in acting upon any signature, notice, request, waiver, consent, receipt or other
paper or document believed by the Escrow Agent to be genuine, and the Escrow Agent
may assume that any person purporting to give it any notice on behalf of any party in
accordance with the provisions hereof has been duly authorized to do so, (iii) in the
event of the death of any person who may be a party to this Agreement or a Party in
                                        5
Interest with respect to the Seller Parcel or the Purchaser Parcel, shall deem and treat the
legal representative of such person's estate as the successor in interest of said deceased
person for all purposes of the Agreement, and (iv) may act or refrain from acting in
respect of any matter referred to herein in full reliance upon and by and with the advice
of counsel which may be selected by it (including any member of its firm) and shall be
fully protected in so acting or refraining from acting upon the advice of such counsel.

   C. Seller and Purchaser hereby jointly and severally agree to defend, indemnify, hold
and save the Escrow Agent harmless from any and all losses, damages, claims,
liabilities, judgments, and other costs and expenses of every kind and nature which may
be incurred by the Escrow Agent by reason of its acceptance of, and its performance
under, the Agreement and this Article 4 (including attorneys' fees either paid to retained
attorneys or amounts representing the fair value of legal services rendered to itself),
except to the extent such losses, damages, claims, liabilities, judgments or other costs
and expenses arise out of Escrow Agent's gross negligence or willful disregard of this
Agreement.

   D. The Escrow Agent shall not be responsible for any act or failure to act on its part
except with respect to actions or omissions taken or suffered by the Escrow Agent in
willful disregard of this Agreement or involving gross negligence on the part of the
Escrow Agent.        The Escrow Agent shall be automatically released from all
responsibility and liability hereunder upon the Escrow Agent's delivery or deposit of the
Down Payment and any accrued interest thereon in accordance with the provisions of
this Article 4.

   E. Seller and Purchaser agree that if either shall, pursuant to this Article 4 above,
deliver to the Escrow Agent a written demand for the Down Payment, the party making
such demand shall, concurrently with delivery of such demand to the Escrow Agent,
deliver a copy of such demand to the other party, together with a statement of the facts
and circumstances underlying the demand; provided, however, that the foregoing shall
not have any effect whatsoever upon the Escrow Agent's rights, duties and obligations
under the provisions of this Article 4.

   F. The Escrow Agent acknowledges receipt of the Down Payment by check subject
to collection or by wire transfer and the Escrow Agent's agreement to the provisions of
this Article 4 by signing in the place indicated on the signature page of this Agreement.

   G. The Escrow Agent or any member of its firm shall be permitted to act as counsel
for Seller in any dispute as to the disbursement of the Down Payment or any other
dispute between the parties whether or not the Escrow Agent is in possession of the
Down Payment and continues to act as the Escrow Agent.



 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SELLER



   Section 5.1 Seller's Representations and Warranties. Seller hereby makes the
following representations and warranties, all of which shall survive the Closing:


      (i) Seller is the owner of the fee title to the Transferred Development Rights, and
   Seller has not sold, transferred, pledged, encumbered, leased, granted an option in or
   assigned the Transferred Development Rights;

                                        6
  (ii) Seller is a corporation, duly organized, in good standing and validly existing
under the laws of the State of Colorado;

   (iii) Seller has all the requisite power and legal authority to execute and deliver
this Agreement and to carry out its obligations hereunder and the transactions
contemplated herein. This Agreement has been, and the documents contemplated
herein will be, duly authorized by all necessary action on the part of Seller. This
Agreement has been, and the documents contemplated herein will be, duly executed
and delivered by Seller, and when mutually executed and delivered will constitute
the legal, valid and binding obligations of Seller, enforceable in accordance with
their terms, subject to the effect of bankruptcy, insolvency and similar laws affecting
the rights of contracting parties generally;

  (iv) Seller is not a "foreign person" within the meaning of Section 1445 of the
IRC;

   (v) The execution and delivery of this Agreement and the performance by Seller
of its obligations hereunder do not and will not conflict with or violate any law, rule,
judgment, regulation, order, writ, injunction or decree of any court or governmental
or quasi-governmental entity with jurisdiction over Seller, the Seller Parcel or the
Transferred Development Rights, including the United States of America, the State
of Colorado or any political subdivision of either of the foregoing, or any decision or
ruling of any arbitrator to which Seller is a party or by which Seller, the Seller Parcel
or the Transferred Development Rights is bound or affected;

   (vi) The execution and delivery of this Agreement and all related documents and
the performance of its obligations hereunder and thereunder by Seller do not conflict
with or result in a breach of or constitute a default under any of the terms, conditions
or provisions of any agreement or instrument to which Seller is a party or by which
Seller is bound or any order or decree applicable to Seller, or result in the creation or
imposition of any lien on any of its assets or property which would adversely affect
the ability of Seller to perform its obligations under this Agreement. At or prior to
Closing, Seller shall obtain all consents, approvals, authorizations or orders of any
court, government agency or body and of all third parties, if any, required for the
execution, delivery and performance by Seller of this Agreement and the
consummation of the transactions contemplated hereby (except that with respect to
the Declaration and the ZLDA, Seller shall not be required to obtain the consent,
approval, subordination or waiver of any Party in Interest in and to the Purchaser
Parcel);
   (vii) Seller has not filed any petition seeking or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief
relating to Seller or any of its property under any law relating to bankruptcy or
insolvency, nor has any such petition been filed against Seller. No general
assignment of Seller's property has been made for the benefit of creditors, and no
receiver, master, liquidator or trustee has been appointed for Seller or any material
portion of its property. Seller is not insolvent and the consummation of the
transactions contemplated by this Agreement shall not render Seller insolvent;

   (viii) Seller has not received notice, and has no knowledge, of any pending or
threatened condemnation proceeding or similar proceeding affecting the Seller
Parcel, the Transferred Development Rights or any part thereof;
   (ix) Seller has not been named in any action, suit, litigation, proceeding,
arbitration or governmental investigation, and there is no action, suit, litigation,
proceeding, arbitration or governmental investigation, pending against the Seller
                                   7
   Parcel or Seller that might affect the Transferred Development Rights or would
   prevent or prohibit or materially delay or interfere with the transfer to Purchaser or
   Purchaser's use of the Transferred Development Rights;

      (x) As of the Closing Date, Seller's title thereto shall be such as shall enable the
   Title Company to issue title insurance, at standard rates, that (i) all Parties in Interest
   with respect to the Seller Parcel have joined in, waived their rights to execute and
   subordinated their respective rights in the Seller Parcel to the Declaration and the
   ZLDA; (ii) the ZLDA is a valid agreement as of its date in accordance with and
   subject to its terms, covenants and conditions, binding upon all Parties in Interest to
   the Merged Zoning Lot and on the premises described therein, and is effective to
   transfer the Transferred Development Rights to Purchaser and its successors and
   assigns in favor of the Purchaser Parcel; (iii) the easements and negative covenants in
   the ZLDA effectively bind and are enforceable against all Parties in Interest and their
   respective successors and assigns, and (iv) the Seller Parcel is contiguous with the
   Purchaser Parcel for at least ten (10) linear feet;

      (xi) The Excess Development Rights consist of not less than 300,000 square feet;
     (xii) There are no leases in effect with respect to the Seller Parcel by virtue of
   which the tenant thereunder would be a Party in Interest in the Seller Parcel; and

      (xiii) Except as set forth on the Parties-in-Interest Certification, there is no person,
   firm, corporation or other entity or party other than Seller who is a Party in Interest in
   the Seller Parcel.


     The representations and warranties of Seller set forth in this Article 5 shall be true
   and correct as of the date hereof and as of the Closing Date.



ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF PURCHASER



    Section 6.1 Purchaser's Representations and Warranties. Purchaser hereby makes the
 following representations and warranties:

    (i) Purchaser is a limited liability company, duly organized, in good standing and
 validly existing under the laws of the State of Colorado. Purchaser is authorized to do
 business in the State of Colorado;

    (ii) Purchaser has all requisite power and authority to execute and deliver this
 Agreement and to carry out its obligations hereunder and to consummate the
 transactions contemplated herein. This Agreement has been, and the documents
 contemplated herein will be, duly authorized by all necessary action on the part of
 Purchaser. This Agreement has been, and the documents contemplated herein will be,
 duly executed and delivered by Purchaser, and when mutually executed and delivered
 will constitute the legal, valid and binding obligations of Purchaser enforceable against
 Purchaser in accordance with their terms, subject to the effect of bankruptcy, insolvency
 and similar laws affecting the rights of contracting parties generally;
    (iii) The execution and delivery of this Agreement and the performance by Purchaser
 of its obligations hereunder do not and will not conflict with or violate any law, rule,
 judgment, regulation, order, writ, injunction or decree of any court or governmental or
                                         8
quasi-governmental entity with jurisdiction over Purchaser, including the United States
of America, the State of Colorado or any political subdivision of either of the foregoing,
or any decision or ruling of any arbitrator to which Purchaser is a party or by which
Purchaser is bound or affected;

   (iv) The execution and delivery of this Agreement and all related documents and the
performance of its obligations hereunder and thereunder by Purchaser do not conflict
with any provision of any law or regulation to which Purchaser is subject, or conflict
with or result in a breach of or constitute a default under any of the terms, conditions or
provisions of any agreement or instrument to which Purchaser is a party or by which
Purchaser is bound or any order or decree applicable to Purchaser, or result in the
creation or imposition of any lien on any of its assets or property which would adversely
affect the ability of Purchaser to perform its obligations under this Agreement. At or
prior to Closing, Purchaser shall obtain all consents, approvals, authorizations or orders
of any court, government agency or body and of all third parties, if any, required for the
execution, delivery and performance by Purchaser of this Agreement and the
consummation of the transactions contemplated (except that with respect to the
Declaration and the ZLDA, Purchaser shall be required to obtain the consent, approval,
subordination or waiver of any Party in Interest in and to the Purchaser Parcel); and
   (v) Purchaser has not filed any petition seeking or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief
relating to Purchaser or any of its property under any law relating to bankruptcy or
insolvency, nor has any such petition been filed against Purchaser. No general
assignment of Purchaser's property has been made for the benefit of creditors, and no
receiver, master, liquidator or trustee has been appointed for Purchaser or any material
portion of its property. Purchaser is not insolvent and the consummation of the
transactions contemplated by this Agreement shall not render Purchaser insolvent.


   The representations and warranties of Purchaser set forth in this Article 6 shall be
true and correct as of the date hereof, and as of the Closing Date.



                       ARTICLE 7. TITLE MATTERS



   Section 7.1 Parties-in-Interest Certification. Purchaser shall cause a Title Company to
prepare and deliver to Purchaser and Seller a Parties-in-Interest Certification in respect
of the Seller Parcel. Purchaser shall instruct the Title Company to deliver a copy of the
Parties-in-Interest Certification to Seller's counsel concurrently with its delivery to
Purchaser's counsel.

    Section 7.2 State of Title. On the Closing Date, Seller's title to the Transferred
Development Rights shall be free and clear of all liens and encumbrances and Seller's
title thereto shall be such as shall enable the Title Company to issue title insurance,
including a Boulder City "Air Rights" endorsement, at standard rates that (i) all Parties
in Interest with respect to the Seller Parcel have joined in, waived their rights to execute
and subordinated their interest in the Seller Parcel to the Declaration and the ZLDA; (ii)
the ZLDA is a valid agreement as of its date in accordance with and subject to its terms,
covenants and conditions, binding upon all Parties in Interest to the Merged Zoning Lot
and on the premises described therein, and is effective to transfer the Transferred
Development Rights to Purchaser and its successors and assigns in favor of the
Purchaser Parcel; (iii) the negative covenants and the easements in the ZLDA
                                         9
effectively bind and are enforceable against Seller and each Party in Interest to the
Seller Parcel and their respective successors and assigns, and (iv) the Seller Parcel is
contiguous with the Purchaser Parcel for at least ten (10) linear feet.

   Section 7.3 Release from Liens and Encumbrances. On or prior to the Closing Date,
to the extent that there exist any liens, security interests or encumbrances affecting the
Transferred Development Rights, including mortgages, judgments and mechanics' liens,
Seller shall, at its sole cost and expense, cause the Transferred Development Rights to
be released from any such liens, security interests and encumbrances.

   Section 7.4 Title Costs and Expenses. Except as otherwise set forth in Section 10.1
hereof, all costs incurred for title searches, municipal searches, preparation of the
Parties-in-Interest Certification, surveys, all title premiums and recording costs shall be
paid by Purchaser. This payment obligation shall survive Closing or the termination of
this Agreement.



                        ARTICLE 8. THE CLOSING



   Section 8.1 Closing. The Closing shall take place on the Closing Date at 10:00 am at
the offices of Lawyer & Lawyer, PC

   Section 8.2 Closing Deliveries of Seller. At the Closing, Seller shall deliver, or cause
to be delivered, the following:


      (i) The Declaration, in recordable form, executed and acknowledged by Seller,
   and by each other Party in Interest to the Seller Parcel named in the Parties-in-
   Interest Certification, or in lieu thereof a Waiver or Waivers duly executed and
   acknowledged by each such Party in Interest (other than Seller);

      (ii) The ZLDA, in recordable form, executed and acknowledged by Seller;

      (iii) An affidavit certifying that Seller is not a "foreign person" within the meaning
   of the IRC, substantially in the form annexed hereto as Exhibit "H";

      (iv) A copy of resolutions adopted by Seller's board of directors authorizing
   Seller's execution and delivery of the Declaration and the ZLDA and Seller's other
   closing documents, certified as true and correct by an officer of Seller;

      (v) 
				
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Description: Purchase and Sales Of Development Rights and agreement outlining the terms and conditions of the sale and purchase of development rights. Pages: 21
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PARTNER Ted  Prosser
L. Ted Prosser, MANAGING PARTNER Landmark Asset Management Inc, Sequoia Properties, LLLP, Sequoia Equity Partners Ted has been involved in commercial real estate development and construction since 1977. His experience includes developing office parks and ski resorts in Colorado, as well as historic renovation around the country. He has completed over one million square feet commercial office and historic renovations including a large part of downtown Asheville. He is the President and Founder of Landmark Asset Management and the Managing Partner of Sequoia Properties, LLLP and Sequoia Equity Partners. He is a graduate of the University of Georgia and Cornell Advanced Investments and Valuations Program. He is a Certified Commercial Investment Member Candidate (CCIM) having completed all of the required coarse work. Ted is also a US Coast Guard licensed Boat Captain Cell and Voice Mail 828 242-4722 E-mail: tedpro@landmarkam.com