PARTNERSHIP
INTERESTS
PURCHASE
AGREEMENT
THIS PARTNERSHIP INTERESTS PURCHASE
AGREEMENT (this "Agreement") is made as of this 17th day
of July, 2004, by and among JEFFREY I. FRIEDMAN ,
an individual ("Friedman"), and JIFCO , an Ohio
corporation ("JIFCO") (Friedman and JIFCo are hereinafter sometimes
referred to together as "Sellers"), and WINCHESTER,
INC. , an Ohio corporation ("Buyer").
W I T N E S S E T
H
WHEREAS, Friedman owns a 1%
general partnership interest and JIFCO owns a 0.001% general
partnership interest (the "Partnership Interests") in Winchester,
an Ohio limited partnership (the "Partnership") pursuant to that
certain Amended and Restated Agreement and Certificate of Limited
Partnership signed by Sellers as general partners on May 21, 1984
(the "Partnership Agreement");
WHEREAS, the Partnership is the
fee owner of that certain parcel of real property legally described
on Exhibit A attached hereto and made a part hereof known as
Winchester I Apartments located at 27400 Chardon Road, Willoughby
Hills, Ohio 44094, together with all buildings, pools, poolhouses,
fixtures, appliances, and all personal property of the Partnership
located on such real property and used exclusively in connection
with such real property and other improvements located thereon or
therein and including all appurtenant rights and easements relating
thereto (collectively, the "Property");
WHEREAS, Buyer desires to
purchase the Partnership Interests from Sellers, and Sellers desire
to sell their respective Partnership Interests to Buyer, on the
terms and subject to the conditions hereinafter stated;
NOW, THEREFORE, for good and
valuable consideration received to the full satisfaction of each of
them, the parties agree as follows:
1. Purchase and Sale of Partnership
Interests . Upon the terms and
subject to the conditions set forth herein, each Seller agrees to
convey, sell, transfer, assign, and deliver to Buyer at the Closing
(as hereinafter defined), and Buyer agrees to buy and take from
each Seller at the Closing, all of each Seller's right, title,
estate, and interest in and to such Seller's respective Partnership
Interests, free and clear in each case of all liens, security
interests, and encumbrances whatsoever. Sellers waive and release
any claims for fees that may be payable by the Partnership to
either of them or any of their respective affiliates, except any
fees already accrued on the books and records of the Partnership as
of the date hereof.
2. Consideration
.
(a) Buyer shall pay to Sellers as consideration
for the sale of the Partnership Interests to Buyer an aggregate
amount equal to 1.1% of the "net sales proceeds" derived from the
future sale of the Property to a bona fide third party purchaser if
and when such sale occurs. Payment of the consideration described
above shall be due within 10 business days after the consummation
of such sale and shall be allocated between Sellers as set forth in
the first "Whereas" recital clause of this Agreement.
(b) For purposes of this Section 2, the term
"net sales proceeds" shall mean the gross purchase price for the
Property less (i) all costs and expenses incurred in connection
with the sale of the Property (including, without limitation,
broker fees, legal fees, accounting fees, transfer taxes and
conveyance fees and any other customary closing costs, but without
any deduction for the principal amount, if any, of any mortgage
then encumbering the Property); (ii) the principal amount of the
existing mortgage as at June 30, 2004, in the amount of $2,967,527;
and (iii) Seller's pro rata share (1.001%) of the net liabilities
of the Partnership as at June 30, 2004, as shown on the June 30,
2004 Balance Sheet of the Partnership attached to this Agreement as
Exhibit B, without regard to the real estate asset value of the
Property and any mortgage liabilities. Sellers shall be entitled to
a credit against their share of such net liabilities in the sum of
$30,984, which represents the amount of accrued fees payable by the
Partnership to Friedman, JIFCO or any of their affiliates on the
books and records of the Partnership as at June 30,
2004.
(c) The provisions of this Section 2 shall
survive the Closing.
3. Sellers Representations and
Warranties . Sellers represent
and warrant to Buyer that:
(a) Sellers are the sole general partners of the
Partnership and Sellers each have all necessary power and authority
to enter into this Agreement, to perform their respective
obligations hereunder and to consummate the transactions
contemplated hereby, without the consent or authorization of, or
notice to, any third party. This Agreement constitutes, and the
other documents and instruments to be delivered by Sellers pursuant
hereto (when delivered) wil
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