Purchase and Sales Exhibit Pack

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              LIST OF EXHIBITS




 Exhibit A    Description of Real Property
 Exhibit B    Description of Personal Property
 Exhibit C    Special Warranty Deed
 Exhibit D    Bill of Sale
 Exhibit E    Assignment of Intangible Property
 Exhibit F    Assignment and Assumption of Leases
 Exhibit G    SCHEDULE of Leases
 Exhibit H    SCHEDULE of Contracts
 Exhibit I    Form of Tenant Estoppel Certificate
 Exhibit J    Certificate of Transferor Other Than an Individual
              (FIRPTA Affidavit)
 Exhibit K    List of Proceedings and Other Disclosures
 Exhibit L    Form of Notice to Tenants
 SCHEDULE 1 Special Leasing Costs Allocations
  EXHIBIT A

REAL PROPERTY
         EXHIBIT B

LIST OF PERSONAL PROPERTY


    Art work to be identified
                                           EXHIBIT C

                                SPECIAL WARRANTY DEED



RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Lawyer & Lawyer, PA
153 Oak Street, Suite 800
San Francisco, CA 94107-1957
Attn: Thomas Jefferson

MAIL TAX STATEMENTS TO:




______________________________________________________________________________


                                SPECIAL WARRANTY DEED


                That XYZ PROPERTIES,LLP, a __________ limited liability limited partnership
(“Grantor”), for and in consideration of good and valuable consideration to it in hand paid by
_______________________, a ___________________ (“Grantee”), having a mailing address of
____________________________, the receipt and sufficiency of which consideration are hereby
acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents
does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of the real property
described in Exhibit A attached hereto and made a part hereof for all purposes, together with all
of Grantor’s right, title and interest in and to (i) all buildings and other improvements and
fixtures affixed or attached to or situated upon the real property, and (ii) all easements, rights of
way, reservations, privileges, appurtenances and other estates and rights of Grantor pertaining to
the real property (collectively, the “Property”).

                TO HAVE AND TO HOLD the Property, as aforesaid, unto Grantee, its
successors and assigns, forever; and Grantor does hereby bind itself and its successors and
assigns, to WARRANT AND FOREVER DEFEND all and singular, the Property unto Grantee,
its successors and assigns, against every person whomsoever lawfully claiming or to claim the
same, or any part thereof by, through or under Grantor.
EXECUTED to be effective as of ________________, 2006.

                          XYZ PROPERTIES,LLP,
                          a Colorado limited liability limited partnership


                          By:_______________________________
                          Name:
                          Title:
                                         EXHIBIT D

                                       BILL OF SALE



For good and valuable consideration the receipt of which is hereby acknowledged, XYZ
PROPERTIES,LLP, a __________ limited liability limited partnership (“Seller”), does hereby
sell, transfer, assign and convey to __________________, a _______________________
(“Buyer”), all personal property located on or in and used in connection with the ownership, use,
operation or maintenance of the real property and improvements commonly known as The
Omniplex Building, 500 N.W. Loop 410, San Antonio, Texas, including without limitation,
equipment, machinery, furniture, fixtures, cleaning supplies and building inventory, any
computer software or hardware used for purposes of energy management, security or other
operations of such property and improvements, and specifically including the items specified in
SCHEDULE A attached hereto the “Personal Property”).

This sale is made without warranty of title or other warranty of any kind, except that Seller
warrants that it has not assigned any interest in, or placed any lien or encumbrance on, the
Personal Property.

DATED this ______ day of ________________, 2006.

                       Seller:      XYZ PROPERTIES,LLP,
                                    a Colorado limited liability limited partnership


                                    By:_______________________________
                                    Name:
                                    Title:
SCHEDULE A to
  Bill of Sale
                                            EXHIBIT E

                        ASSIGNMENT OF INTANGIBLE PROPERTY



             THIS ASSIGNMENT is made and entered into as of this _____ day of ________,
2006 by XYZ PROPERTIES,LLP, a Colorado limited liability limited partnership (“Assignor”),
and ________________________, a ______________________ (“Assignee”).

               FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is
hereby acknowledged, effective as of the Effective Date (as defined below), Assignor hereby
assigns and transfers unto Assignee all of its right, title, claim and interest in and under:

                (A)    all warranties and guaranties made by or received from any third party
with respect to any building, building component, structure, fixture, machinery, equipment, or
material situated on, contained in any building or other improvement situated on, or comprising a
part of any building or other improvement situated on, any part of that certain real property
described in SCHEDULE A attached hereto including, without limitation, those warranties and
guaranties listed in SCHEDULE 1 attached hereto (collectively, “Warranties”);

               (B)     all of the contracts listed in SCHEDULE 2 attached hereto (the “Assumed
Contracts”); and

               (C)     any other Intangible Property other than rights under the Leases (as
defined in that certain Purchase and Sale Agreement dated as of __________ __, 2006, between
Assignor and _____________ (the “Agreement”)).

               ASSIGNOR AND ASSIGNEE FURTHER HEREBY AGREE AS FOLLOWS:

                1.       Assignor hereby agrees to indemnify Assignee and defend and hold
Assignee and its employees, partners, members, subsidiaries, parents, affiliates, shareholders,
officers, directors, attorneys, agents, managers, investment advisors, asset managers, and all of
their predecessors, successors and assigns, harmless from and against all liabilities, claims,
losses, actions, damages, fines, costs (including, without limitation, attorneys’ fees and costs,
including on appeal), expenses, causes of action and demands, arising out of or in any way
connected with Assignor’s failure to perform the owner’s obligations under the Assumed
Contracts to the extent such obligations were to have been performed prior to the Effective Date.

                2.        Effective as of the Effective Date, Assignee hereby assumes all of the
owner’s obligations under the Assumed Contracts, and agrees to indemnify Assignor and defend
and hold Assignor and its employees, partners, members, subsidiaries, parents, affiliates,
shareholders, officers, directors, attorneys, agents, managers, investment advisors, asset
managers, and all of their predecessors, successors and assigns, harmless from and against and
against all liabilities, claims, losses, actions, damages, fines, costs (including, without limitation,
attorneys’ fees and costs, including on appeal), expenses, causes of action and demands, arising
out of or in any way connected with Assignee’s failure to perform the owner’s obligations under
the Assumed Contracts to the extent such obligations are to be performed on or subsequent to the
Effective Date.

                 3.     In the event of any litigation between Assignor and Assignee arising out of
this Assignment, the losing party shall pay the prevailing party’s costs and expenses of such
litigation, including, without limitation, attorneys’ fees, as the court may determine. Any such
attorneys’ fees and other expenses incurred by either party in enforcing a judgment in its favor
under this Assignment shall be recoverable separately from and in addition to any other amount
included in such judgment, and such attorneys’ fees obligation is intended to be severable from
the other provisions of this Assignment and to survive and not be merged into any such
judgment.

                4.      This Assignment shall be binding on and inure to the benefit of the parties
hereto, their heirs, executors, administrators, successors in interest and assigns.

               5.      This Assignment shall be governed by and construed and in accordance
with the laws of the State of Texas.

               6.      For purposes of this Assignment, the “Effective Date” shall be the date of
the Closing (as defined in the Agreement).

               7.      This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which taken together shall constitute one and the
same instrument. The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon, provided such signature page is attached to
any other counterpart identical thereto (except for additional signature pages executed by other
parties).



                   (SIGNATURES APPEAR ON THE FOLLOWING PAGE)
             IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment the day and year first above written.

            ASSIGNOR:      XYZ PROPERTIES,LLP,
                           a Colorado limited liability limited partnership


                           By:_______________________________
                           Name:
                           Title:


            ASSIGNEE:                               ,
                           a ____________________________

                           By:
                           Name:
                           Title:
 SCHEDULE A to
   Assignment of
Intangible Property
 SCHEDULE 1 to
   Assignment of
Intangible Property

List of Warranties
       SCHEDULE 2 to
         Assignment of
      Intangible Property

SCHEDULE of Assumed Contracts
                                           EXHIBIT F

                      ASSIGNMENT AND ASSUMPTION OF LEASES



            THIS ASSIGNMENT is made this ______ day of _____________, 2006,
between XYZ PROPERTIES,LLP, a Colorado limited liability limited partnership (“Assignor”),
and ________________________, a ______________________ (“Assignee”), who agree as
follows:

               1.        Assignment and Assumption. For good and valuable consideration
including, without limitation, the terms and conditions of that certain Purchase and Sale
Agreement, dated _______, 2006, between Assignor and ___________ (the “Purchase
Agreement”), effective as of the Effective Date (as hereinafter defined), (a) Assignor assigns to
Assignee all right, title and interest of lessor in the Leases described on the attached SCHEDULE
1 (the “Leases”), and (b) Assignee accepts the assignment and hereby assumes and agrees to
perform, as a direct obligation to the tenant under the Leases all the obligations and liabilities of
Assignor as lessor under the Leases to be performed from and after the Effective Date (as
defined below), together with any and all obligations with respect to the repayment or credit for
any security deposits under such Leases to the extent transferred to Assignee under the Purchase
Agreement.

               2.      Effective Date. This Assignment shall be deemed effective on the date of
Closing (as defined in the Purchase Agreement) (“Effective Date”).

               3.      Indemnification.

                       (a)     Assignee hereby agrees to indemnify, defend and hold harmless
Assignor and Assignor’s employees, partners, members, subsidiaries, parents, affiliates,
shareholders, officers, directors, attorneys, agents, managers, investment advisors, asset
managers, and all of their predecessors, successors and assigns, from and against all liabilities,
claims, losses, actions, damages, fines, costs (including, without limitation, attorneys’ fees and
costs, including on appeal), expenses, causes of action and demands, arising out of or in any way
connected with (i) Assignee’s failure to perform the lessor’s obligations under the Leases to the
extent that such obligations are to be performed from and after the Effective Date, or (ii) any
claims for security deposits by any of the tenants to the extent transferred or credited to 
				
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Description: Purchase and Sales Exhibit Pack comprehensive examples of exhibits used in a commercial real estate transaction and sale. Pages: 24
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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